Independent Director Review Sample Clauses

Independent Director Review. The Rights Agreement final expiration date is ten years from the Record Date. However, a committee of the Company's Directors who are neither officers, employees or affiliates of the Company will review the Rights Plan at least every three years and, if a majority of these Directors deems it appropriate, may recommend a modification or termination of the Rights Agreement.
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Independent Director Review. Should the Expiration Date be extended by the stockholders of the Company beyond February 3, 2009, a committee of the Board of Directors of the Company comprised entirely of independent directors shall evaluate the Agreement at least once prior to the date that is three years from the date of this Agreement, and to the extent not terminated prior to such date, at least once every three years thereafter, to determine whether this Agreement continues to be in the best interests of the stockholders of the Company or, rather, if the Rights should be redeemed.
Sample 1
Independent Director Review. It is understood that the Nominating and Corporate Governance Committee of the Board (or in the absence of such committee, another committee of the Board comprised entirely of Disinterested Directors) shall review and evaluate this Rights Agreement in order to consider whether the maintenance of this Rights Agreement continues to be in the interest of the Company, its stockholders and any other relevant constituencies of the Company at least every three years or sooner than that in the event that any Person shall have made a proposal to the Company, or taken any such other action, that, if effective, could cause such Person to become an Acquiring Person hereunder, if a majority of the members of the Nominating and Corporate Governance Committee (or in the absence of such committee, another committee of the Board comprised entirely of Disinterested Directors) shall deem such review and evaluation appropriate after giving due regard to all relevant circumstances. Following such review, the Nominating and Corporate Governance Committee (or in the absence of such committee, another committee of the Board comprised entirely of Disinterested Directors) will communicate 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.
Sample 1
Independent Director Review. The Rights Agreement provides that a Three-Year Independent Director Evaluation Committee (the “TIDE Committee”) of the Board of Directors will review and evaluate the Rights Agreement in order to consider whether the maintenance of the Rights Agreement continues to be in the interests of the Company and its stockholders at least once every three years. The TIDE Committee will be comprised of members of the Board of Directors who are not officers, employees or Affiliates of the Company.
Sample 1
Independent Director Review. It is understood that the Shareholder Rights Agreement Committee of the Board (as defined below) shall review and evaluate this Rights Agreement in order to consider whether the maintenance of this Rights Agreement continues to be in the interest of the Company, its stockholders and any other relevant constituencies of the Company. Such review shall take place at least every three years or sooner than that in the event that any Person shall have made a proposal to the Company or taken any such other action that, if effective, could cause such Person to become an Acquiring Person hereunder, if a majority of the members of the Shareholder Rights Agreement Committee shall deem such review and evaluation appropriate after giving due regard to all relevant circumstances. Following such review, the Shareholder Rights Agreement Committee will communicate 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.
Sample 1

Related to Independent Director Review

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

  • INDEPENDENT ASSESSMENT COMMITTEE CHAIRPERSONS Xx. Xxxxxx Xxxxxxxxx Registered Nurses Association of Ontario 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX X0X 0X0 Telephone: (000) 000-0000, ext. 216 Fax: (000) 000-0000 E-mail: xxxxxxxxxxxxxx@xxxxxxxxx.xx Ms. Xxxxxxx Plain 0000 Xxxxxx Xxxx Xxxxxxxx, XX X0X 0X0 Telephone: (000) 000-0000 Email: xxxxxxx.xxxxx@xxxxxxxxx.xx BETWEEN: AND:

  • Independent Review Contractor shall provide the Secretary of ADS/CIO an independent expert review of any Agency recommendation for any information technology activity when its total cost is $1,000,000.00 or greater or when CIO requires one. The State has identified two sub-categories for Independent Reviews, Standard and Complex. The State will identify in the SOW RFP the sub-category they are seeking. State shall not consider bids greater than the maximum value indicated below for this category. Standard Independent Review $25,000 Maximum Complex Independent Review $50,000 Maximum Per Vermont statute 3 V.S.A. 2222, The Secretary of Administration shall obtain independent expert review of any recommendation for any information technology initiated after July 1, 1996, as information technology activity is defined by subdivision (a) (10), when its total cost is $1,000,000 or greater or when required by the State Chief Information Officer. Documentation of this independent review shall be included when plans are submitted for review pursuant to subdivisions (a)(9) and (10) of this section. The independent review shall include: • An acquisition cost assessment • A technology architecture review • An implementation plan assessment • A cost analysis and model for benefit analysis • A procurement negotiation advisory services contract • An impact analysis on net operating costs for the agency carrying out the activity In addition, from time to time special reviews of the advisability and feasibility of certain types of IT strategies may be required. Following are Requirements and Capabilities for this Service: • Identify acquisition and lifecycle costs; • Assess wide area network (WAN) and/or local area network (LAN) impact; • Assess risks and/or review technical risk assessments of an IT project including security, data classification(s), subsystem designs, architectures, and computer systems in terms of their impact on costs, benefits, schedule and technical performance; • Assess, evaluate and critically review implementation plans, e.g.: • Adequacy of support for conversion and implementation activities • Adequacy of department and partner staff to provide Project Management • Adequacy of planned testing procedures • Acceptance/readiness of staff • Schedule soundness • Adequacy of training pre and post project • Assess proposed technical architecture to validate conformance to the State’s “strategic direction.” • Insure system use toolsets and strategies are consistent with State Chief Information Officer (CIO) policies, including security and digital records management; • Assess the architecture of the proposed hardware and software with regard to security and systems integration with other applications within the Department, and within the Agency, and existing or planned Enterprise Applications; • Perform cost and schedule risk assessments to support various alternatives to meet mission need, recommend alternative courses of action when one or more interdependent segment(s) or phase(s) experience a delay, and recommend opportunities for new technology insertions; • Assess the architecture of the proposed hardware and software with regard to the state of the art in this technology. • Assess a project’s backup/recovery strategy and the project’s disaster recovery plans for adequacy and conformance to State policy. • Evaluate the ability of a proposed solution to meet the needs for which the solution has been proposed, define the ability of the operational and user staff to integrate this solution into their work.

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

  • 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.

  • Office of Inspector General Investigative Findings Expert Review In accordance with Senate Bill 799, Acts 2021, 87th Leg., R.S., if Texas Government Code, Section 531.102(m-1)(2) is applicable to this Contract, Contractor affirms that it possesses the necessary occupational licenses and experience.

  • Audit Committee Review Prior to the earlier of the consummation of an initial Business Combination and the Liquidation, the Company’s audit committee will review on a quarterly basis all payments made by the Company to the Sponsor, to the Company’s officers or directors, or to the Company’s or any of such other persons’ respective affiliates.

  • TRANSITION COMMITTEE A transition committee comprised of the employee representatives and the employer representatives, including the Crown, will be established by January 31, 2016 to address all matters that may arise in the creation of the Trust.

  • 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. (B) The Compensation Committee shall in general advise upon all matters of policy concerning the Company brought to its attention by the management and from time to time review the management of the Company, major organizational matters, including salaries and employee benefits and specifically shall administer the Executive Incentive Compensation Plan. (C) Meetings of the Compensation Committee may be called at any time by the Chairman of the Compensation Committee, the Chairman of the Board of Directors, or the President of the Company.

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