Special Directors definition

Special Directors means (i) the Selected Preferred Stock Directors prior to the Mandatory Conversion and (ii) following the Mandatory Conversion, the Series B Common Stock Directors.

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Special Directors means the directors appointed by the Special Member pursuant to article 19.2;

Special Directors means those directors of the Board who are members of the Special Committee.

Examples of Special Directors in a sentence

Prime A hereby notify the Company that they will not seek to exercise their right to appoint the second of their two Special Directors unless the total number of Directors changes such that having a second Special Director would result in the total number of Special Directors representing 25% or less of the total number of Directors.
For as long as F-Prime and F-Prime A do not exercise their right to appoint two Special Directors because having a second Special Director would result in the total number of Special Directors representing more than 25% of the total number of Directors, F-Prime will have the right to appoint one additional Observer.
This Agreement may be terminated and ----------------------------- the Merger may be abandoned at any time prior to the Effective Time, whether before or after its approval by the stockholders of the Company, by mutual written consent of the Company (through the Continuing Directors, the Special Directors or their designated successors), Parent and Merger Sub, by action of their respective Boards of Directors.
Immediately upon the execution of this agreement, the Directors of NUKE shall immediately call for, schedule and convene a Special Directors' Meeting, for the purpose of taking any and all director actions necessary to implement this agreement.
If only one of the Special Directors is an Investor Director as a result of any reduction resulting from the last sentence of Section 11(a), then any matter requiring the approval of the Special Directors shall not be approved without the approval of the Investor Director.
The Company shall also provide Director with a twelve thousand dollar ($12,000) signing bonus, and shall provide Director with a non-employee Special Directors Incentive Fee of 2,000,000 shares per year (the “Incentive Fee”).
The Continuing Directors shall remain members of such Board until the Effective Time (as defined in Section 2.3), and, in lieu of Continuing Directors, if the same shall not serve, the Company shall use reasonable efforts to ensure that the Company's Board shall consist of at least two members who are neither officers, stockholders, designees nor Affiliates of Parent or FD or their respective Affiliates (the "Special Directors").
At the Special Directors' Meeting, NAI shall have the right to nominate up to four (4) individuals to the Board of NAI.
The Member further agrees to not petition on behalf of the Company the Bankruptcy Court pursuant to the United States Bankruptcy Code for any bankruptcy, reorganization, arrangement, insolvency or liquidation without the consent of the Special Member (which shall not be deemed to have consented unless the Special Member shall then have at least two Special Directors and all of the Special Directors of the Special Member have duly authorized the Special Member to consent thereto).
From and after the Fourth Amendment Effective Date, each Credit Party shall maintain at least two (2) Special Directors on their respective board of directors.

More Definitions of Special Directors

Special Directors as used herein shall refer exclusively to the Series A Directors. At such time as TCI Sub is no longer entitled to elect a majority of the Series A Directors, then so long as TCI Sub beneficially owns securities of @Home constituting a majority of the outstanding voting power of @Home on an as-converted into Series A Common Stock or Series B Common Stock (whichever series into which such shares are initially convertible) basis and is entitled to elect any Series B Common Directors, such Series B Common Directors shall be the "Special Directors." The right of the holders of Convertible Preferred Stock to elect the Preferred Stock Directors shall be in addition to their right to vote, on an as-converted basis (in the case of the Series K and Series A Preferred Stock, into Series A Common Stock and in the case of the Series T Preferred Stock, into Series B Common Stock), with the holders of the Common Stock and any other series of Series Preferred Stock so entitled to vote, together as a single class, in the election of all other members of the Board.

Special Directors has the meaning set forth in the definition of Special Member.

Special Directors means (a) the Selected Directors prior to the ----------------- Mandatory Conversion and (b) following the Mandatory Conversion, the Series B Common Directors.

Special Directors. Resolution" means a resolution of the Directors passed with the support of 80% or more of the voting rights of the Directors exercised on the resolution in question;

Special Directors. Resolution" means a resolution passed by at least 75% in number of the directors entitled to vote; and