Independent Director Evaluation Sample Clauses

Independent Director Evaluation. Following the adoption of the Rights Agreement, a committee comprised of independent members of the Company’s Board of Directors shall review the Rights Agreement to determine whether the maintenance of the Rights Agreement continues to be in the best interests of the Company and its stockholders. Such review shall occur periodically, but at least every three years. A copy of the Rights Agreement is available, free of charge, from the Company, 901 Mariner’x Xxxxxx Xxxxxxxxx, Xxx Xxxxx, Xxxxxxxxxx 00000, Attention: Secretary. This summary description of the Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, as amended from time to time, which is incorporated in this summary description by reference.
Sample 1
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Independent Director Evaluation. A committee of the Board shall review this Agreement in order to consider whether the maintenance of this Agreement continues to be in the best interests of the Company and its shareholders. Such committee shall conduct such review periodically when, as and in such manner as the committee deems appropriate, after giving due regard to all relevant circumstances; provided, however, that the committee shall take such action at least annually. Following each such review, such committee will report its conclusions to the full Board, including any recommendation in light thereof as to whether this Agreement should be modified or the Rights should be redeemed. Such committee shall be comprised only of Independent Directors of the Company. Such committee is authorized to retain, at the expense of the Company, such legal counsel, financial advisors and other advisors as the committee deems appropriate in order to assist the committee in carrying out its foregoing responsibilities under this Agreement. Such committee shall initially be the Nominating Committee of the Board, provided that the Board may, at its discretion, delegate this review to another committee of Independent Directors (whether such committee be a permanent committee of the Board or ad hoc) pursuant to this Section 30.
Sample 1
Independent Director Evaluation. Following the adoption of the Rights Agreement, a committee comprised of independent members of the Company’s Board of Directors shall review the Rights Agreement to determine whether the maintenance of the Rights Agreement continues to be in the best interests of the Company and its shareholders. Such review shall occur periodically, but at least every three years. A copy of the Rights Agreement is available, free of charge, from the Company, 00 00xx Xxxxxx XX, Xxxxx 000, Xxxxxxx, XX 00000, Attention: Secretary. This summary description of the Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, as amended from time to time, which is incorporated in this summary description by reference. July 1, 2009 Dear Fellow Shareholders: The X.X.X.X., Inc. Board of Directors has adopted a Shareholder Rights Plan (the “Plan”). We have enclosed a summary of the principal terms of the Plan and we urge you to read it carefully. The Plan is designed to protect your interests in the event X.X.X.X. is confronted with an unsolicited takeover attempt. The Plan, which has not been adopted in response to any known effort to acquire control of our Company, contains provisions designed to deter unsolicited offers that do not treat all X.X.X.X. shareholders equally. This includes acquisitions of significant blocks of shares in the open market without paying a control premium and other coercive takeover tactics that may impair our Board’s ability to represent your interests fully. These tactics can unfairly pressure you as a shareholder. The Plan we have adopted is similar to plans adopted by approximately 1,300 publicly held companies, and was adopted by our Board of Directors after consultation with our investment bankers and counsel. We consider the Plan to be an effective tool in protecting your equity investment, while not preventing a fair acquisition offer. The Plan is not intended to prevent a takeover of our Company. Instead, the Plan is designed to deal with unilateral actions by a hostile acquirer that are calculated to deprive the Board and you as a shareholder of X.X.X.X. the ability to take actions to maximize shareholder value. The Plan does not preclude our Board from considering or accepting an offer to acquire all or part of our Company if the Board believes the offer to be in the best interests of our shareholders. In addition, a committee of independent directors will review the Plan at least eve...
Sample 1
Independent Director Evaluation. Following the adoption of the Amended and Restated Rights Agreement, a committee comprised of independent members of the Company’s Board of Directors shall review the Amended and Restated Rights Agreement to determine whether the maintenance of the Amended and Restated Rights Agreement continues to be in the best interests of the Company and its stockholders. Such review shall occur periodically, but at least every three years. Additional Information A copy of the Amended and Restated Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Current Report on Form 8-K dated July 28, 2008. A copy of the Amended and Restated Rights Agreement is available from the Company by writing to: Investor Relations, Trident Microsystems, Inc., 0000 Xxxxxxx Xxxxx, Santa Clara, California 95054.
Sample 1
Independent Director Evaluation. It is understood that the Independent Directors Committee (as described below) of the Board shall review and evaluate this Rights Agreement in order to consider whether the maintenance of this Rights Agreement continues to be in the interests of the Company, its stockholders and any other relevant constituencies of the Company, at least once every three years. Following each such review, the Independent Directors Committee will communicate its conclusions to the full Board, including any recommendation in light thereof as to whether this Rights Agreement should be modified or the rights should be redeemed. The Independent Directors Committee shall, subject to the final proviso of this sentence, be comprised of all of the directors of the Company who are independent of the management of the Company and free from any relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment as a member of the Independent Director Committee; provided, however, that any director who is an officer or employee of the Company or its Subsidiaries shall not qualify for membership in the Independent Director Committee; provided further, however, that a director who was formerly an officer of the Company or any of its Subsidiaries may qualify for membership even though he or she may be receiving pension or deferred compensation payments from the Company if, in the opinion of the Board, such person will exercise independent judgment and will materially assist the function of the Independent Director Committee.
Sample 1
Independent Director Evaluation. A committee of the Company’s Board of Directors shall be established to periodically review this Rights Agreement in order to consider whether the maintenance of this Rights Agreement continues to be in the best interests of the Company and its stockholders. Such committee shall conduct such review periodically when, as and in such manner as the committee deems appropriate, after giving due regard to all relevant circumstances; provided, however, that the committee shall take such action at least every three years following the date hereof. Following each such review, such committee will report its conclusions to the full Board of Directors, including any recommendation in light thereof as to whether this Rights Agreement should be modified or the Rights should be redeemed. Such committee shall be comprised only of members of the Board of Directors (i) who are not officers, employees or Affiliates of the Company and (iii) who are neither an Acquiring Person or a Person on whose behalf a tender offer or exchange offer for Common Stock is being made nor an Affiliate, Associate, nominee or representative of an Acquiring Person or a Person on whose behalf a tender offer or exchange for Common Stock is being made. Such committee shall be authorized to set its own agenda and to retain such legal counsel, financial advisors and other advisors as the committee deems appropriate in order to assist the committee in carrying out its foregoing responsibilities under this Rights Agreement.
Sample 1

Related to Independent Director Evaluation

  • Independent Directors Those Directors who are not “interested persons” of the Company as such term is defined in the 1940 Act.

  • Independent Director As long as any Obligation is outstanding, the Member shall cause the Company at all times to have at least two Independent Directors who will be appointed by the Member. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Directors shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 9(j)(iii). No resignation or removal of an Independent Director, and no appointment of a successor Independent Director, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Director by a written instrument, which may be a counterpart signature page to the Management Agreement, and (ii) shall have executed a counterpart to this Agreement as required by Section 5(c). In the event of a vacancy in the position of Independent Director, the Member shall, as soon as practicable, appoint a successor Independent Director. All right, power and authority of the Independent Directors shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. Except as provided in the second sentence of this Section 10, in exercising their rights and performing their duties under this Agreement, any Independent Director shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. No Independent Director shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.

  • Independent Director Review of Expenses Prior to the consummation of the Initial Business Combination or the liquidation of the Trust, the Company shall cause its Board of Directors to review and approve all payments made to the Sponsor, any of the Company’s directors or executive officers, any special advisor, or any of the Company’s or their respective affiliates, with any interested directors abstaining from such review and approval.

  • Committee Determinations The Committee shall have absolute discretion to determine the date and circumstances of the termination of your Service, and its determination shall be final, conclusive and binding upon you.

  • Committee Determination Any adjustments or other action pursuant to this Section 4 shall be made by the Committee, and the Committee's determination as to what adjustments shall be made or actions taken, and the extent thereof, shall be final and binding.

  • Board Committees The Director hereby agrees to sit in the relevant committees of the Board and to perform all of the duties, services and responsibilities necessary thereunder.

  • Nominating Committee Subject to the provisions of Article X, the Nominating Committee shall consist of such number of Directors (none of whom shall be an employee of the Corporation) as may be determined from time to time by the Board. Subject to the provisions of Article X, the Committee shall review the qualifications of potential candidates for the Equity Directors and shall propose nominees for the Equity Directors who are nominated by the Board. Subject to the provisions of Article X, in making their nominations, the Nominating Committee and the Board of Directors shall take into consideration that (i) the Board of Directors shall have meaningful representation of a diversity of interests, including floor brokers, floor traders, futures commission merchants, producers, consumers, processors, distributors and merchandisers of commodities traded on Chicago Mercantile Exchange Inc. (the “Exchange”) or Board of Trade of the City of Chicago, Inc. (the “CBOT”), participants in a variety of pits or principal groups of commodities traded on the Exchange or the CBOT and other market users or participants; (ii) at least 10% of the members of Board of Directors shall be composed of persons representing farmers, producers, merchants or exporters of principal commodities traded on the Exchange or the CBOT; and (iii) at least 20% of the members of the Board of Directors shall be composed of persons who do not possess trading privileges on either the Exchange or the CBOT, are not salaried employees of the Corporation and are not officers, principals or employees who are involved in operating the futures exchange related business of a firm entitled to members’ rates on either the Exchange or the CBOT. Notwithstanding the foregoing, the Nominating Committee shall include the Chief Executive Officer of the Corporation as a nominee for an Equity Director at any annual meeting of shareholders at which his or her term is scheduled to expire; provided, that if such term expiration occurs during the Transition Period, the Chief Executive Officer shall be nominated as a CME Director. Subject to the provisions of Article X, a majority of the Nominating Committee shall constitute a quorum necessary to transact business.

  • Compensation Committee (A) The Compensation Committee shall be composed of not more than five (5) members who shall be selected by the Board of Directors from its own members who are not officers of the Company and who shall hold office during the pleasure of the Board.

  • Audit Committee (A) The Audit Committee shall be composed of five members who shall be selected by the Board of Directors from its own members, none of whom shall be an officer of the Company, and shall hold office at the pleasure of the Board.

  • Compensation Review The compensation of the Executive will be reviewed not less frequently than annually by the board of directors of the Company.

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