Incumbent Board Members definition

Incumbent Board Members means the individuals who, as of the date of this Agreement, constitute the Board.
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Incumbent Board Members means those individuals who, as of the date of this Agreement, constitute the Board; provided, that any individual who becomes a member of the Board subsequent to the effective date of this Agreement whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of those individuals who are Incumbent Board Members shall be considered as though such individual is an Incumbent Board Member.
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Incumbent Board Members means the individuals who, as of June 13, 2006, constitute the Board.
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Examples of Incumbent Board Members in a sentence

  • A change in the composition of the Board, as a result of which less than a majority of the Board are Incumbent Board Members.

  • For purposes of this subsection 8(ii), the term “Incumbent Board Members” shall mean those individuals who, as of the effective date of the Plan, constitute the Board; provided, that any individual who becomes a member of the Board subsequent to the effective date of the Plan whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least two thirds of those individuals who are then Incumbent Board Members, shall also be deemed an Incumbent Board Member.


More Definitions of Incumbent Board Members

Incumbent Board Members are defined as (A) individuals who, as of the Effective Date, are members of the Board and are not Contest Board Members (defined below), and (B) individuals who are not Contest Board Members and whose nomination for election by the Board or stockholders of Parent was approved by a vote of at least two-thirds of all Board members then in office who are not Contest Board Members. “Contest Board Members” are defined as individuals who are or were nominated by, proposed by, employed by, paid by, under contract with, or affiliated with any entity or affiliate thereof that threatened or conducted an actual or threatened election contest, withhold campaign or other stockholder proposal, including but not limited to a consent solicitation, relating to the election of Board members; or
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Related to Incumbent Board Members

  • Incumbent Board means the Incumbent Board as defined in Section 9(b)(ii) of the Plan.

  • Incumbent Directors means directors who either (A) are directors of the Company as of the date hereof, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but shall not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the Company); or

  • Incumbent Director means a director who either (i) is a member of the Board as of the Effective Date or (ii) is elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but excluding a director who was elected or nominated in connection with an actual or threatened proxy contest relating to the election of directors of the Company).

  • Continuing Directors means, as of any date of determination, any member of the Board of Directors who (i) was a member of such Board of Directors on the date of the Agreement or (ii) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

  • Continuing Director means, with respect to any Person as of any date of determination, any member of the board of directors of such Person who (i) was a member of such board of directors on the Closing Date, or (ii) was nominated for election or elected to such board of directors with the approval of the required majority of the Continuing Directors who were members of such board at the time of such nomination or election.

  • Board Members means the Directors or Trustees of the governing body of the Fund, as the case may be.

  • Disinterested Board Members means those members of the Board of a Fund that are not deemed to be "interested persons" of the Fund, as defined by the Act.

  • Independent Board Member means a trustee of the Fund who is neither an “interested person” of the Fund as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, nor a party to the Proceeding with respect to which indemnification or advances are sought.

  • New Directors means any director whose election by the Board or whose nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors then still in office who were Present Directors or New Directors.

  • Advisory Board Member means a member of an “Advisory Board” as defined in Section 2(a)(1) of the 1940 Act.

  • Parent Directors means the Directors elected or appointed pursuant to Articles 53 – 56 inclusive;

  • Independent Directors means the members of the Board of Directors who are not officers or employees of the Manager.

  • Board Member means a member of the Board.

  • Disinterested Directors means, with respect to any Affiliate Transaction, one or more members of the Board of Directors of the Company, or one or more members of the Board of Directors of a Parent, having no material direct or indirect financial interest in or with respect to such Affiliate Transaction. A member of any such Board of Directors shall not be deemed to have such a financial interest by reason of such member’s holding Capital Stock of the Company or any Parent or any options, warrants or other rights in respect of such Capital Stock.

  • shadow director means, in relation to a company, any person in accordance with whose directions or instructions the directors of the company are accustomed to act, but the person is not deemed to be a shadow director by reason only that the directors act on advice given by that person in a professional capacity; and

  • Disinterested Director means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

  • Retirement board or "board" means the retirement system's governing board provided for in 2-15-1010.

  • Board Chair means the chair of the Board;

  • New Director means an individual whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the Date of Grant or whose election or nomination for election was previously so approved or recommended. However, “New Director” shall not include a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation relating to the election of directors of the Company.

  • Designated Director means a person designated by the RE to ensure overall compliance with the obligations imposed under chapter IV of the PML Act and the Rules and shall include:

  • Independent Board Committee means the independent board committee of the Company

  • Preferred Directors means, collectively, the Series A Directors and the Series B Director.

  • Series B Director means any director of the Company that the holders of record of the Series B Preferred Stock are entitled to elect pursuant to the Company’s Certificate of Incorporation.

  • Alternate Director means a person elected or appointed to serve, as the occasion requires, as a member of the board of a company in substitution for a particular elected or appointed director of that company;

  • Relevant Nominating Body means, in respect of a benchmark or screen rate (as applicable):

  • Subsidiary Board means the board of trustees of a subsidiary corporation.