Series D Directors definition

Series D Directors or “Series D Director” has the meaning set forth in Section 6.1(a) hereof.

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Series D Directors or “Series D Director” has the meaning set forth in Article 73(a).

Series D Directors means those members of the Board of Directors who are elected pursuant to Section 1(c)(iii) and (iv) of the Voting Agreement.

Examples of Series D Directors in a sentence

The Company will maintain coverage for the Series C Directors (as defined in the Voting Agreement) and the Series D Directors (as defined in the Voting Agreement) under such directors and officers liability insurance at all times commencing upon the Closing (as defined in the Purchase Agreement).
The Company shall reimburse the Series D Directors for all reasonable out-of-pocket expenses incurred in performance of their duties as directors.
The approval required by subsection (j), above (regarding dividends), shall include the vote of at least one of the Series D Directors in the event that the payment of such dividends shall be in stock.
The Company will maintain coverage for the Series C Directors (as defined in the Voting Agreement) and the Series D Directors (as defined in the Voting Agreement) under such directors and officers liability insurance at all times commencing upon the Closing (as defined in the Series D Preferred Stock Purchase Agreement dated August 16, 2005).
If the Series D Investors fail to give notice to the Company as provided above, it shall be deemed that their designees then serving as Series D Directors shall be their designees for reelection to the Board or Subsidiary Board, as applicable.
So long as the Series D Investors are entitled to designate the Series D Directors for election pursuant to Section 1.1, the Company hereby covenants and agrees that it shall, and at the request of the Series D Directors shall cause its subsidiaries to hold a least one (1) meeting of the Board and each Subsidiary Board during each calendar quarter.
The Company hereby agrees that it shall promptly reimburse the Series D Directors for all reasonable out-of-pocket costs and expenses incurred thereby in connection with traveling to and attending each meeting of the Board, each Subsidiary Board and the respective committees and subcommittees thereof (other than a meeting in which such Series D Directors participate by phone).
The Company shall provide to the Series D Investors not less than ten (10) days’ prior written notice of any intended mailing of notice to the stockholders of the Company or the Company’s subsidiaries for a meeting at which members of the Board or any Subsidiary Board are to be elected, and the Series D Investors shall notify the Company in writing, prior to such mailing, of the persons designated by them as their nominees for election as Series D Directors.
Notwithstanding the provisions of Section 2.6(a), it is not necessary for the members (and any alternates therefor) of the Board of Directors of KOFBA to be selected from the Series D Directors (or any alternates therefor) or from the Series A Directors (or any alternates therefor).
The business and affairs of the Company shall be managed, controlled and operated in accordance with the Restated Certificate, the Certificate of Designation and Bylaws (the “Bylaws”), as the same may be amended from time to time, except that the Restated Certificate, the Certificate of Designation and the Bylaws shall be not be amended in any manner that would conflict with, or be inconsistent with, the provisions of this Agreement, unless approved by the Board (including each of the Series D Directors).

More Definitions of Series D Directors

Series D Directors means the directors of the Company elected by the holders of shares of the Series D Preferred Stock.

Series D Directors shall have the meaning set forth in Section 2.1 hereof.

Series D Directors shall have the meaning set forth in the Certificate of Incorporation.

Series D Directors means the director(s) of the Corporation elected as a matter of right by the holders of the Series D Preferred Stock pursuant to this Section 4(d). Nothing in this Section 4(d) shall be deemed to constitute an admission that a Series D Director is not an "independent director" for purposes of the rules of The Nasdaq Stock Market. At any time a vote of the holders of the Series D Preferred Stock shall be necessary pursuant to this Section, a proper officer of the Corporation may, and upon the written request of the holders of record of at least twenty-five percent (25%) of the shares of the Series D Preferred Stock then outstanding addressed to the Secretary of the Corporation shall, call a special meeting of the holders of the Series D Preferred Stock, for the purpose of electing the directors which such holders are entitled to elect. If such meeting shall not be called by a proper officer of the Corporation within twenty (20) days after personal service of such written request upon the Secretary of the Corporation, or personal service of said written request upon the Secretary of the Corporation at its principal executive offices, the holders of at least twenty-five percent (25%) of the outstanding shares of Series D Preferred Stock may designate in writing one of their number to call such meeting at the expense of the Corporation, and such meeting may be called by the persons so designated upon the notice required for the annual meeting of stockholders of the Corporation. Any holder of the Series D Preferred Stock so designated shall have, and the Corporation shall provide access to the lists of stockholders to be called pursuant to the provisions hereof.

Series D Directors means the total of: (i) the number of Preferred Directors and Other Directors nominated by a majority of the shares of Series D Convertible Preferred outstanding and elected pursuant to Section 2.1 hereof, (ii) the Additional Series D Director and (iii) any Series D Proportionate Representation Directors.