Common use of Preferred Stock Directors Clause in Contracts

Preferred Stock Directors. Notwithstanding any other provision of this Article V, and except as otherwise required by law, whenever the holders of one or more series of the Preferred Stock shall have the right, voting separately by class or series, to elect one or more directors, the term of office, the filling of vacancies, the removal from office and other features of such directorships shall be governed by the terms of such series of the Preferred Stock as set forth in this Second Amended and Restated Certificate (including any Preferred Stock Designation) and such directors shall not be included in any of the classes created pursuant to this Article V unless expressly provided by such terms.

Appears in 21 contracts

Sources: Business Combination Agreement (Qt Imaging Holdings, Inc.), Business Combination Agreement (Banyan Acquisition Corp), Business Combination Agreement (Banyan Acquisition Corp)

Preferred Stock Directors. Notwithstanding any other provision of this Article V, and except as otherwise required by law, whenever the holders of one or more series of the Preferred Stock shall have the right, voting separately by class or series, to elect one or more directors, the term of office, the filling of vacancies, the removal from office and other features of such directorships shall be governed by the terms of such series of the Preferred Stock as set forth in this Second Amended and Restated Certificate (including any Preferred Stock Designation) and such directors shall not be included in any of the classes created pursuant to this Article V unless expressly provided by such terms.

Appears in 17 contracts

Sources: Business Combination Agreement (Digital Transformation Opportunities Corp.), Business Combination Agreement (Digital Transformation Opportunities Corp.), Business Combination Agreement (Digital Transformation Opportunities Corp.)

Preferred Stock Directors. Notwithstanding any other provision of this Article V, and except as otherwise required by law, whenever the holders of one or more series of the Preferred Stock shall have the right, voting separately by class or series, to elect one or more directors, the term of office, the filling of vacancies, the removal from office and other features of such directorships shall be governed by the terms of such series of the Preferred Stock as set forth in this Second Third Amended and Restated Certificate (including any Preferred Stock Designation) and such directors shall not be included in any of the classes created pursuant to this Article V unless expressly provided by such terms.

Appears in 4 contracts

Sources: Merger Agreement (Landcadia Holdings III, Inc.), Business Combination Agreement (Deerfield Healthcare Technology Acquisitions Corp.), Agreement and Plan of Merger (B. Riley Principal Merger Corp. II)

Preferred Stock Directors. Notwithstanding any other provision of this Article V, and except as otherwise required by law, whenever the holders of one or more series of the Preferred Stock shall have the right, voting separately by class or series, to elect one or more directors, the term of office, the filling of vacancies, the removal from office and other features of such directorships shall be governed by the terms of such series of the Preferred Stock as set forth in this Second Amended and Restated Certificate (including any Preferred Stock Designation) and such directors shall not be included in any of the classes created pursuant to this Article V unless expressly provided by such terms.

Appears in 3 contracts

Sources: Business Combination Agreement (Nabors Energy Transition Corp. II), Merger Agreement (10X Capital Venture Acquisition Corp. II), Transaction Agreement and Plan of Merger (Sentinel Energy Services Inc.)

Preferred Stock Directors. Notwithstanding any other provision of this Article V, and except as otherwise required by law, whenever the holders of one or more series of the Preferred Stock shall have the right, voting separately by class or series, to elect one or more directors, the term of office, the filling of vacancies, the removal from office and other features of such directorships shall be governed by the terms of such series of the Preferred Stock as set forth in this Second Fourth Amended and Restated Certificate (including any Preferred Stock Designation) and such directors shall not be included in any of the classes created pursuant to this Article V unless expressly provided by such terms).

Appears in 2 contracts

Sources: Purchase Agreement (Landcadia Holdings II, Inc.), Purchase Agreement (Landcadia Holdings II, Inc.)

Preferred Stock Directors. Notwithstanding any other provision of this Article V, and except as otherwise required by law, whenever the holders of one or more series of the Preferred Stock shall have the right, voting separately by class or series, to elect one or more directors, the term of office, the filling of vacancies, the removal from office and other features of such directorships shall be governed by the terms of such series of the Preferred Stock as set forth in this Second Amended and Restated Certificate (including any Preferred Stock Designation) and such directors shall not be included in any of the classes created pursuant to this Article V unless expressly provided by such terms.

Appears in 2 contracts

Sources: Agreement and Plan of Merger (ECP Environmental Growth Opportunities Corp.), Agreement and Plan of Merger (ECP Environmental Growth Opportunities Corp.)

Preferred Stock Directors. Notwithstanding any other provision of this Article V, and except as otherwise required by law, whenever the holders of one or more series of the Preferred Stock shall have the right, voting separately by class or series, to elect one or more directors, the term of office, the filling of vacancies, the removal from office and other features of such directorships shall be governed by the terms of such series of the Preferred Stock as set forth in this Second Amended and Restated Certificate (including any Preferred Stock Designation) and such directors shall not be included in any of the classes created pursuant to this Article V unless expressly provided by such terms).

Appears in 2 contracts

Sources: Merger Agreement (Logiq, Inc.), Merger Agreement (Abri SPAC I, Inc.)

Preferred Stock Directors. Notwithstanding any other provision of this Article V, and except as otherwise required by lawthe foregoing, whenever the holders of one or more classes or series of the Preferred Stock shall have the right, voting separately by as a class or series, ; to elect one or more directors, the election, term of office, the filling of vacancies, the removal from office and other features of such directorships shall be governed by the terms of such series the resolution or resolutions adopted by the Board of Directors pursuant to ARTICLE FOURTH of the Preferred Stock as set forth in this Second Amended Articles applicable thereto, and Restated Certificate (including any Preferred Stock Designation) and such directors each director so elected shall not be included in any subject to the provisions of the classes created pursuant to this Article V ARTICLE III unless expressly otherwise provided by such termstherein.

Appears in 2 contracts

Sources: By Laws (ASTROTECH Corp), By Laws (ASTROTECH Corp)

Preferred Stock Directors. Notwithstanding any other provision of this Article V, and except as otherwise required by lawanything else contained herein, whenever the holders of one or more classes or series of the Preferred Stock shall have the right, voting separately by as a class or series, to elect one or more directors, the election, term of office, the filling of vacancies, the removal from office and other features of such directorships shall be governed by the terms of such class or series of the Preferred Stock as set forth in this Second Amended and Restated Certificate (including any Preferred Stock Designation) adopted by resolution or resolutions adopted by the Board of Directors pursuant to Section 4.02 hereto, and such directors so elected shall not be included in any subject to the provisions of the classes created pursuant to this Article V 6 unless expressly otherwise provided by such termstherein.

Appears in 2 contracts

Sources: Business Combination Agreement (GS Acquisition Holdings Corp II), Business Combination Agreement (GS Acquisition Holdings Corp II)

Preferred Stock Directors. Notwithstanding any other provision of this Article V, and except as otherwise required by law, whenever the holders of one or more series of the Preferred Stock shall have the right, voting separately by class or series, to elect one or more directors, the term of office, the filling of vacancies, the removal from office and other features of such directorships shall be governed by the terms of such series of the Preferred Stock as set forth in this Second Amended and Restated Certificate (including any Preferred Stock Designation) and such directors shall not be included in any of the classes created pursuant to this Article V unless expressly provided by such terms. 1 Note to Draft: This sentence will be adjusted in accordance with the Investor Rights Agreement if the 2018 Annual Meeting is not held at the time of the Special Meeting of Stockholders.

Appears in 1 contract

Sources: Agreement and Plan of Merger (M III Acquisition Corp.)

Preferred Stock Directors. Notwithstanding any other provision of this Article V, and except as otherwise required by law, whenever the holders of one or more series of the Preferred Stock shall have the right, voting separately by class or seriesone or more series thereof, to elect one or more directors, the term of office, the filling of vacancies, the removal from office (other than for cause) and other features of such directorships shall be governed by the terms of such series of the Preferred Stock as set forth in this Second Amended and Restated Certificate of Incorporation (including any Preferred Stock Designation) and such directors shall not be included in any of the classes created pursuant to this Article V unless expressly provided by such terms.

Appears in 1 contract

Sources: Business Combination Agreement (Andretti Acquisition Corp.)

Preferred Stock Directors. Notwithstanding any other provision of this Article V, and except as otherwise required by law, whenever the holders of one or more series of the Preferred Stock shall have the right, voting separately by class or series, to elect one or more directors, the term of office, the filling of vacancies, the removal from office and other features of such directorships shall be governed by the terms of such series of the Preferred Stock as set forth in this Second Amended and Restated Certificate (including any Preferred Stock Designation) and such directors shall not be included in any of the classes created pursuant to this Article V unless expressly provided by such terms.

Appears in 1 contract

Sources: Purchase and Ipo Reorganization Agreement (Hicks Acquisition CO I Inc.)

Preferred Stock Directors. Notwithstanding any other provision of this Article V, and except as otherwise required by law, whenever the holders of one or more series of the Preferred Stock shall have the right, voting separately by class or series, to elect one or more directors, the term of office, the filling of vacancies, the removal from office and other features of such directorships shall be governed by the terms of such series of the Preferred Stock as set forth in this Second Amended and Restated Certificate of Incorporation (including any Preferred Stock Designation) and such directors shall not be included in any of the classes created pursuant to this Article V unless expressly provided by such terms.

Appears in 1 contract

Sources: Business Combination Agreement (FTAC Athena Acquisition Corp.)

Preferred Stock Directors. Notwithstanding any other provision of this Article V, and except as otherwise required by law, whenever the holders of one or more series of the Preferred Stock shall have the right, voting separately by class or series, to elect one or more directors, the term of office, the filling of vacancies, the removal from office and other features of such directorships shall be governed by the terms of such series of the Preferred Stock as set forth in this Second Amended and Restated Certificate (including any Preferred Stock Designation) and such directors shall not be included in any of the classes created pursuant to this Article V unless expressly provided by such termsCertificate.

Appears in 1 contract

Sources: Merger Agreement (Abri SPAC I, Inc.)

Preferred Stock Directors. Notwithstanding any other provision of this Article V, and except as otherwise required by law, whenever the holders of one or more series of the Preferred Stock shall have the right, voting separately by class or series, to elect one or more directors, the term of office, the filling of vacancies, the removal from office and other features of such directorships shall be governed by the terms of such series of the Preferred Stock as set forth in this Second Fifth Amended and Restated Certificate (including any Preferred Stock Designation) and such directors shall not be included in any of the classes created pursuant to this Article V unless expressly provided by such terms).

Appears in 1 contract

Sources: Merger Agreement (Sharecare, Inc.)

Preferred Stock Directors. Notwithstanding any other provision of this Article V, and except as otherwise required by lawanything else contained herein, whenever the holders of one or more classes or series of the Preferred Stock shall have the right, voting separately by as a class or series, to elect one or more directors, the election, term of office, the filling of vacancies, the removal from office and other features of such directorships shall be governed by the terms of such class or series of the Preferred Stock as set forth in this Second Amended and Restated Certificate (including any Preferred Stock Designationadopted by resolution or resolutions adopted by the Board pursuant to Article 4(A) hereto, and such directors so elected shall not be included in any subject to the provisions of the classes created pursuant to this Article V 6 unless expressly otherwise provided by such termstherein.

Appears in 1 contract

Sources: Merger Agreement (D8 Holdings Corp.)

Preferred Stock Directors. Notwithstanding any other provision of this Article V, and except as otherwise required by lawanything else contained herein, whenever the holders of one or more classes or series of the Preferred Stock shall have the right, voting separately by as a class or series, to elect one or more directors, the election, term of office, the filling of vacancies, the removal from office and other features of such directorships shall be governed by the terms of such class or series of the Preferred Stock as set forth in this Second Amended and Restated Certificate (including any Preferred Stock Designationadopted by resolution or resolutions adopted by the Board of Directors pursuant to Article 4(A) hereto, and such directors so elected shall not be included in any subject to the provisions of the classes created pursuant to this Article V 6 unless expressly otherwise provided by such termstherein.

Appears in 1 contract

Sources: Merger Agreement (Fusion Acquisition Corp.)

Preferred Stock Directors. Notwithstanding any other provision of this Article V, and except as otherwise required by law, whenever the holders of one or more series of the Preferred Stock shall have the right, voting separately by class or series, to elect one or more directors, the term of office, the filling of vacancies, the removal from office and other features of such directorships shall be governed by the terms of such series of the Preferred Stock as set forth in this Second Amended and Restated Certificate (including any Preferred Stock Designation) and such directors shall not be included in any of the classes created pursuant to this Article V unless expressly provided by such terms).

Appears in 1 contract

Sources: Forward Purchase Agreement (Lionheart Acquisition Corp. II)

Preferred Stock Directors. Notwithstanding any other provision of this Article ARTICLE V, and except as otherwise required by law, whenever the holders of one or more series of the Preferred Stock shall have the right, voting separately by class or series, to elect one or more directors, the term of office, the filling of vacancies, the removal from office and other features of such directorships shall be governed by the terms of such series of the Preferred Stock as set forth in this Second Amended and Restated Certificate of Incorporation (including any Preferred Stock Designation) and such directors shall not be included in any of the classes created pursuant to this Article ARTICLE V unless expressly provided by such terms.

Appears in 1 contract

Sources: Business Combination Agreement (Rice Acquisition Corp. II)