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...
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.
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.