Director Requirements Clause Samples

The Director Requirements clause sets out the qualifications, criteria, or conditions that individuals must meet to be eligible to serve as directors of a company or organization. This may include stipulations regarding experience, independence, absence of conflicts of interest, or compliance with legal and regulatory standards. For example, it might require directors to have a certain level of professional expertise or prohibit individuals with recent criminal convictions from serving. The core function of this clause is to ensure that only suitable and qualified individuals are appointed as directors, thereby promoting effective governance and reducing the risk of mismanagement or legal non-compliance.
Director Requirements. (a) The Company’s and the Stockholder Parties’ obligations with respect to the designation and nomination of Directors pursuant to this Agreement shall in each case be subject to each Director’s satisfaction of all requirements set forth in this Section 4. Each of the Stockholder Designating Parties agrees that they shall designate only Directors that satisfy the requirements set forth in this Section 4. (b) Each Director (other than the CEO Director) shall, at all times, (i) satisfy all requirements regarding service as a Director under applicable Law and the listing rules (the “NYSE Rules”) of New York Stock Exchange (“NYSE”), regardless of whether the NYSE Rules then apply to the Company, solely to the extent as has been or will be applicable to all other non-executive Directors and (ii) satisfy any other requirements for Director qualification adopted by the Board and generally applicable to non-employee Directors (and not adopted with the purpose or intent of excluding any person designated to be a Director pursuant to Section 3 of this Agreement). (c) Each Stockholder Designating Party shall cause each Director designated by it: (i) to make himself or herself reasonably available for interviews; (ii) to consent to such reference and background checks or other investigations as the Board may reasonably request in order to determine such Director meets the requirements to serve as a Director, solely to the extent such checks or investigations have been or will be required from all other non-executive Directors, and (iii) to provide to the Company a completed copy of the directors and officers questionnaire submitted by the Company to its other Directors in the ordinary course of business. (d) No Director (or any replacement thereof designated by a Stockholder Designating Party) shall be eligible to serve as a Director if (i) he or she 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, (ii) he or she has been or would be disqualified as a “Bad Actor” under Section 506 of Regulation D of the Securities Act, (iii) he or she is subject to any outstanding order, judgment, injunction, ruling, writ or decree of any governmental authority prohibiting service as a director of any public company or (iv) his or her designation, nomination or service as a Director is, in the good faith opinion of external antitrust cou...
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Director Requirements. The most desirable candidates will have experience that includes diverse and progressively responsible supervisory and management assignments culminating in executive leadership in a combination utility of comparable size and complexity with personnel represented by organized labor.
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Director Requirements. The Secretary of State shall fill the position of Director of the Office of Children’s Issues of the Department of State (in this section referred to as the ‘‘Office’’) with an individual of senior rank who can ensure long-term continuity in the management and policy matters of the Of- fice and has a strong background in consular af- fairs.
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Related to Director Requirements

  • Contractor Requirements The Firm shall be construed, during the entire term of this contract, to be an independent contractor. Nothing in this contract is intended to nor shall be construed to create an employer- employee relationship, or a joint venture relationship. The Firm represents that it is qualified to perform the duties to be performed under this contract and that it has, or will secure, if needed, at its own expense, applicable personnel who are qualified to perform the duties required under this contract. Such personnel shall not be deemed in any way, directly or indirectly, expressly or by implication, to be employees of the District. Any person assigned by the firm to perform the services hereunder shall be the employee or a subcontractor of the Firm, who shall have the sole right to hire and discharge its employee or subcontractors. The Firm or its subcontractors shall pay, when due, all salaries and wages of their employees and accepts exclusive responsibility for the payment of federal income tax, social security, unemployment compensation and any other withholdings that may be required. Neither the Firm, its subcontractors nor their employees are entitled to state retirement or leave benefits. It is further understood that the consideration expressed herein constitutes full and complete compensation for all services and performance hereunder, and that any sum due and payable to the Firm shall be paid as a gross sum with no withholdings or deductions being made by the District for any purpose from said contract sum, except as permitted in paragraphs 16, 17 and 18.

  • Subcontractor Requirements The Supplier must ensure that any subcontract entered into for the purpose of this Agreement contains an equivalent clause granting the rights specified in this clause.

  • Customer Requirements Customer will be required to maintain complex passwords for their User accounts where applicable. For any such passwords LightEdge will provide a secure URL that any User can access to change passwords. All User passwords are set to a ninety (90) day password expiration schedule by default. LightEdge is not responsible for unexpected use of Services whether by ex-employees, compromised User passwords or any other misuse of Customer accounts. Customer shall be responsible for all costs incurred by such unexpected use of Service. Customer shall be fully responsible for providing to LightEdge at Customer’s own expense and in a timely manner the following: - All security for its Services and systems used or accessible in connection with Service; - Cooperative testing of all Customer-provided hardware, software, and Services for compatibility with Service; - Designating an Authorized Contact(s) to be the point of contact to interface with LightEdge Technical Support; - All cabling necessary to support Service; and - Physical and remote management access to any and all Servers onto which Service is installed.

  • System Requirements Apple Software is supported only on Apple-branded hardware that meets specified system requirements as indicated by Apple.

  • Check Requirements Any image of a check that I transmit to you must accurately and legibly provide all the information on the front and back of the check at the time presented to me by the drawer. Prior to capturing the original check, I will indorse the back of the original check. My endorsement will include "For Directions E- Deposit Only" in addition to my signature. The image of the check transmitted to you must accurately and legibly provide, among other things, the following information: (1) the information identifying the drawer and the paying bank that is preprinted on the check, including complete and accurate MICR information and the signature(s); and (2) other information placed on the check prior to the time an image of the check is captured, such as any required identification written on the front of the check and any endorsements applied to the back of the check. The image quality for the check will meet the standards for image quality established by the American National Standards Institute ("ANSI"), the Board of Governors of the Federal Reserve, and any other regulatory agency, clearing house or association. Rejection of Deposit. You are not liable for any service or late charges levied against me due to your rejection of any item. In all cases, I am responsible for any loss or overdraft plus any applicable fees to my Account due to an item being returned. Items Returned Unpaid. A written notice will be sent to me of transactions you are unable to process because of returned items. With respect to any item that I transmit to you for remote deposit that you credit to my Account, in the event such item is dishonored, I authorize you to debit the amount of such item from the Account.