Independent Directors. Those Directors who are not “interested persons” of the Company as such term is defined in the 1940 Act.
Independent Directors. As long as any Trust 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. (i) The members of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee of the Board of Directors of the Company are “independent directors” within the meaning of the listing standards and rules of the NYSE, and with respect to the Audit Committee, the Commission, (ii) all of the members of the Audit Committee are financially literate within the meaning of the listing standards and rules of the NYSE, and (iii) at least one member of the Audit Committee is an “audit committee financial expert,” within the meaning of Item 401(h) of Regulation S-K promulgated by the Commission.
Independent Directors. The Borrower will at all times have two Independent Directors and ensure that all actions relating to (x) the selection, maintenance or replacement of the Independent Directors, (y) the dissolution or liquidation of the Borrower or (z) the initiation of, participation in, acquiescence in or consent to any bankruptcy, insolvency, reorganization or similar proceeding involving the Borrower, are duly authorized by unanimous consent of the Borrower’s directors, including the Independent Directors; and (i) at least two members or the board of directors of Borrower shall at all times be Independent Directors reasonably acceptable to the Program Agent (such acceptability of any Independent Director appointed after the date hereof must be evidenced in writing signed by the Program Agent) and (ii) none of the Borrower or the Originator, any of Borrower’s members or directors or any of their respective Affiliates shall remove any Independent Director or replace any Independent Director, in each case without the prior written consent of the Program Agent, which consent shall not be unreasonably withheld. The Borrower shall compensate each Independent Director in accordance with its agreement with such Independent Director (or the company employing such Independent Director as a part of its business of supplying director services to special purpose entities). No Independent Director shall at any time serve as a trustee in bankruptcy for the Borrower or the Originator or any of their respective Affiliates. The limited liability company agreement of the Borrower shall provide that the directors of the Borrower shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Borrower unless each Independent Director shall approve the taking of such action in writing prior to the taking of such action. Without limiting the foregoing, the Borrower will promptly notify the Program Agent in writing of the resignation or removal of any Independent Director or its receipt of any notice of intended resignation by any Independent Director.
Independent Directors. Each of the independent directors (or independent director nominees, once appointed, if applicable) named in the Registration Statement and Prospectus satisfies the independence standards established by NYSE and, with respect to members of the Company’s audit committee, the enhanced independence standards contained in Rule 10A-3(b)(1) promulgated by the Commission under the Exchange Act.
Independent Directors. (x) Not remove any Independent Director of the HVF II General Partner or HVF, without (i) delivering an Officer’s Certificate to the Administrative Agent certifying that the replacement Independent Director of the applicable entity satisfies the definition of Independent Director and (ii) obtaining the prior written consent of the Administrative Agent (not to be unreasonably withheld or delayed), in each case, no later than ten (10) Business Days prior to the effectiveness of such removal (or such shorter period as my be agreed to by the Administrative Agent) and (y) not replace any Independent Director of the HVF II General Partner or HVF unless (i) it has obtained the prior written consent of the Administrative Agent (not to be unreasonably withheld or delayed) or (ii) such replacement Independent Director is an officer, director or employee of an entity that provides, in the ordinary course of its business, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities and otherwise meets the applicable definition of Independent Director; provided, that, for the avoidance of doubt, in the event that an Independent Director of the HVF II General Partner or HVF is removed in connection with any such replacement, the HVF II General Partner or HVF, as applicable, and the Group I Administrator shall be required to effect such removal in accordance with clause (x) above.
Independent Directors. Subject to the requirements set forth in Section 2.03(a)(i), each member of the board of directors who ceases to be an Independent Director, whether because of removal, resignation, death, retirement or any other reason, shall, immediately as of such cessation of being an Independent Director and without any further action on the part of the Member or the Company, be removed as a Director and shall cease to be a manager of the Company within the meaning of the Act.
Independent Directors. Solely to the extent necessary to comply with applicable Law (including, for the avoidance of doubt, the rules of any Self-Regulatory Organization), without limiting any rights or obligations under this Agreement, each Person entitled to nominate a Director pursuant to this Section 2 (each a “Nominating Holder”) agrees that if a Director nominated by such Nominating Holder is not an Independent Director, it shall replace such Director with a nominee who is an Independent Director; provided that (i) the Directors shall be replaced sequentially based on the Nominating Holder with the highest Independent Director Obligation at such time (taking into account each preceding replacement) until the Board contains the number of Independent Directors required to be on the Board by such applicable Law, (ii) in no event shall such Nominating Holder be required to replace a Director if the number of Directors nominated by such Nominating Holder who qualify as Independent Directors exceed such Nominating Holder’s Independent Director Quota, and (iii) if at a given time two or more Nominating Holders have identical Independent Director Obligations and the number of Independent Directors nominated pursuant to this Section 2(f) would exceed the requirements of applicable Law, the remaining Director to be replaced pursuant to this Section 2(f) shall be a Director nominated by the Nominating Holder with the lower Proportionate Percentage; provided, that, in the case of this clause (iii) if two or more Nominating Holders have identical Proportionate Percentages, then each such Nominating Holder shall remove from the Board one of its Directors that is not an Independent Director and each such Nominating Holder shall replace such Director with a nominee that is an Independent Director.
Independent Directors. From and after the initial slate of the Board is constituted pursuant to Section 2.1(a), PubCo shall take all Necessary Action to ensure that the Board consists of such number of Independent Directors so as to meet the independence requirements of NASDAQ or any other securities exchange on which the Equity Securities of PubCo are then listed.
Independent Directors. Unless permitted otherwise pursuant to the Securities Exchange Act and the rules and regulations of the SEC thereunder and by the principal National Securities Exchange on which the securities of the MLP are listed, the Board shall include at least one Independent Director as of the closing date of the MLP IPO, at least two Independent Directors within 90 days of such closing date and at least three Directors within one year of such closing date. Unless permitted otherwise pursuant to the Securities Exchange Act and the rules and regulations of the SEC thereunder and by the principal National Securities Exchange on which the securities of the MLP are listed, the Board shall have at least three Independent Directors; provided, however, that if at any time there shall be less than the required number of Independent Directors, the Board shall still have all powers and authority granted to it hereunder, provided that the Class A Member Interests shall endeavor to elect additional Independent Directors as soon as reasonably practicable to come into compliance with this Section 6.2(a).
