Series B Preferred Director definition

Series B Preferred Director has the meaning set forth in the Certificate of Incorporation.

Series B Preferred Director. As defined in Section 3.1.

Series B Preferred Director means the three members of the Board of Directors designated by holders of the outstanding shares of Series B Preferred Stock, voting together as a class and to the exclusion of all other classes of capital stock of the Company.

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.

• For so long as the Investor has the right to appoint a director pursuant to this paragraph 14(a), the Series B Preferred Director shall be appointed by Series B Preferred Majority Approval and such appointment shall take effect on such Series B Preferred Majority Approval having been served upon the Company.

• The Company shall procure that the Series B Preferred Director duly nominated by the Investor pursuant to this paragraph 14(b) is promptly appointed to the Board.

• For so long as Series B Preferred Shares are outstanding, the Series B Preferred Director may be removed by Series B Preferred Majority Approval and, for so long as the appointment rights in paragraph 14(a) and (b) apply, have the right to appoint another person(s) in his or her place.

• 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.

• With respect to votes on all matters at meetings of directors of the Corporation or in connection with any action by written consent in lieu of a meeting pursuant to the Delaware General Corporation Law, the Series B Preferred Director shall be entitled to one (1) vote.

• If the Series B Preferred Shares have been converted into Common Shares, but the appointment rights in paragraph 14(b) still apply, the Board shall, notwithstanding any other provision of this Memorandum or the Articles, have the power at the request of the Investor to remove any Series B Preferred Director and replace that Series B Preferred Director with any other person nominated in accordance with paragraph 14(b).

• 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.

• Upon the Investor ceasing to have the right to appoint a director to the Board in accordance with this paragraph 14, the Series B Preferred Director shall automatically vacate office and the Board seat reserved for the Series B Preferred Director shall be eliminated, unless in each case otherwise resolved by Resolution of Directors.

• The expenses that are eligible include the personnel costs for researchers and research technicians.

More Definitions of Series B Preferred Director

Series B Preferred Director shall have the meaning set forth in the Voting Agreement.

Series B Preferred Director. V”, together with the Series E-3 Preferred Director, the Series E-2 Preferred Director I, the Series E-2 Preferred Director II, the Series E-2 Preferred Director III, the Series B Preferred Director I, the Series B Preferred Director II, the Series B Preferred Director III, and the Series B Preferred Director IV, the “Investor Directors” and each, an “Investor Director”); and

Series B Preferred Director has the meaning given to it in paragraph 14(a) of this Schedule 2;

Series B Preferred Director has the meaning set forth in Section 10.6(b).

Series B Preferred Director means any Director designated by the Series B Lead Investor pursuant to Section 10.7 (b) of the Shareholders Agreement.

Series B Preferred Director means one (1) individual elected by the holders of a majority of the then outstanding shares of Series B Preferred Stock.