Unaffiliated Qualified Directors Sample Clauses

Unaffiliated Qualified Directors. Definitions. For the purposes of this Paragraph 10 of the SEVENTH Article, the following terms shall have the following meanings:
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Unaffiliated Qualified Directors. Amendments. The terms of this Paragraph 10 shall not be Amended in a manner adverse to the Policy Beneficiaries until the AAC Surplus Notes have been paid in full, redeemed or repurchased (whether as scheduled or pursuant to a call or other early redemption).
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Unaffiliated Qualified Directors. Conflicting Language. The terms of this Paragraph 10 shall apply notwithstanding anything to the contrary elsewhere in these Articles of Incorporation. In the event of any inconsistency between any of the terms of this Paragraph 10 and any other term of these Articles of Incorporation, the terms of this Paragraph 10 shall prevail. 3. The TENTH Article is hereby amended by deleting the existing text in its entirety and substituting therefor the following: Subject to Paragraph 10(c) of Article SEVENTH of these Articles of Incorporation, amendments to these Articles of Incorporation may be made at any special meeting of stockholders duly called for that purpose, or at any annual meeting of stockholders; provided that a statement of the nature of the proposed amendment is included in the Notice of Meeting, upon receiving the affirmative vote of the holders of at least two-thirds of the shares entitled to vote thereon. The undersigned officer of Ambac Assurance Corporation (the “Corporation”) certifies: The foregoing Article of Amendment of said Corporation were approved at a special meeting of the Board of Directors held in accordance with Sections 611.29 and 180.1003 of the Wisconsin Statutes on June 1, 2010. Executed by the undersigned in duplicate and seal affixed as of this 2nd day of June 2010. AMBAC ASSURANCE CORPORATION By: Name: Title: Previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, dated June 8, 2010. Previously filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, dated June 8, 2010. Omitted Omitted Previously filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K, dated June 8, 2010. [ ], 2010 Re: Confidentiality Agreement for Confidential Financial Reporting Package Information Ladies and Gentlemen: Pursuant to that certain Settlement Agreement (the “Settlement Agreement”), dated as of the date hereof, among Ambac Assurance Corporation, a Wisconsin-domiciled insurance company (“AAC”), Ambac Credit Products, LLC, a Delaware limited liability company (“ACP”), Ambac Financial Group, Inc., a Delaware corporation (“AFGI”, and together with AAC and ACP, the “Company”), and the policy beneficiaries party thereto, there shall be made available pursuant to Part II of Schedule C to the Settlement Agreement to the policy beneficiary signatory hereto (the “Policy Beneficiary” and together with the Company, the “Parties” ), its affiliates, and its and its affiliates’ representatives certain information that ...
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Related to Unaffiliated Qualified Directors

  • Disinterested Directors AVIF agrees that its Board of Directors shall at all times consist of directors a majority of whom (the "Disinterested Directors") are not interested persons of AVIF within the meaning of Section 2(a)(19) of the 1940 Act and the rules thereunder and as modified by any applicable orders of the SEC, except that if this condition is not met by reason of the death, disqualification, or bona fide resignation of any director, then the operation of this condition shall be suspended (a) for a period of forty-five (45) days if the vacancy or vacancies may be filled by the Board;(b) for a period of sixty (60) days if a vote of shareholders is required to fill the vacancy or vacancies; or (c) for such longer period as the SEC may prescribe by order upon application.

  • Continuing Directors The Continuing Directors are the individuals constituting the Board as of the date this Agreement was executed by Kaydon and any subsequent directors whose election or nomination for election by Kaydon’s stockholders was approved by a vote of two-thirds of the individuals who are then Continuing Directors, but specifically excluding any individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as the term is used in Rule 14a-11 of Regulation 14A issued under the Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.

  • Directors The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified.

  • No Liability for Election of Recommended Directors No Stockholder, nor any Affiliate of any Stockholder, shall have any liability as a result of designating a person for election as a director for any act or omission by such designated person in his or her capacity as a director of the Company, nor shall any Stockholder have any liability as a result of voting for any such designee in accordance with the provisions of this Agreement.

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

  • No Personal Liability of Directors, Officers, Employees and Stockholders No past, present or future director, officer, employee, incorporator or stockholder of the Company, as such, will have any liability for any obligations of the Company under the Indenture or the Notes or for any claim based on, in respect of, or by reason of, such obligations or their creation. By accepting any Note, each Holder waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.

  • Sales to Affiliates No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit of, any person or persons controlling, controlled by, or under common control with the Company from its inception through and including the date hereof, except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus.

  • Incorporators, Stockholders, Officers and Directors of Company Exempt from Individual Liability No recourse under or upon any obligation, covenant or agreement contained in this Indenture or any indenture supplemental hereto, or in any Security or any coupons appertaining thereto, or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such or against any past, present or future stockholder, officer, director or employee, as such, of the Company or of any successor, either directly or through the Company or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Securities and the coupons appertaining thereto by the holders thereof and as part of the consideration for the issue of the Securities and the coupons appertaining thereto.

  • Transfer to Directors and Senior Officers (1) You may transfer escrow securities within escrow to existing or, upon their appointment, incoming directors or senior officers of the Issuer or any of its material operating subsidiaries, if the Issuer’s board of directors has approved the transfer. (2) Prior to the transfer the Escrow Agent must receive: (a) a certified copy of the resolution of the board of directors of the Issuer approving the transfer; (b) a certificate signed by a director or officer of the Issuer authorized to sign, stating that the transfer is to a director or senior officer of the Issuer or a material operating subsidiary and that any required approval from the Canadian exchange the Issuer is listed on has been received; (c) an acknowledgment in the form of Schedule “B” signed by the transferee; (d) copies of the letters sent to the securities regulators described in subsection (3) accompanying the acknowledgement; and (e) a transfer power of attorney, completed and executed by the transferor in accordance with the requirements of the Issuer’s transfer agent. (3) At least 10 days prior to the transfer, the Issuer will file a copy of the acknowledgement with the securities regulators in the jurisdictions in which it is a reporting issuer.

  • EMPLOYEE DIRECTORS STOCK OPTIONS for a total of _______ shares of Common Stock of Parke Bancorp, Inc. (the "Xxxxxny") is hereby granted to _______________ (the "Optionee") at the price determined as provided in, and in all respects subject to the terms, definitions and provisions of the 2005 Option Plan (the "Plan") adopted by the Company which is incorporated by reference herein, receipt of which is hereby acknowledged. Such Stock Options do not comply with Options --- granted under Section 422 of the Internal Revenue Code of 1986, as amended.

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