Approval by the Disinterested Shareholders definition

Approval by the Disinterested Shareholders means approval by a majority of votes cast by all Shareholders at the Meeting, excluding votes attached to Common Shares beneficially owned by Insiders of the Company to whom Options may be granted pursuant to the Plan and their associates in accordance with the policies of the Exchange.
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Approval by the Disinterested Shareholders means approval by a majority of votes cast by all Shareholders at the Meeting, excluding votes attached to Common Shares beneficially owned by Insiders of the Corporation to whom Options may be granted pursuant to the Stock Option Plan and their associates in accordance with the policies of the Exchange. A copy of the Stock Option Plan may be inspected at the offices of the Corporation at 132-1320 Graham Blvd., Mont Royal, Quebec, H3P 3C8, during normal business hours and at the Meeting. In addition, a copy of the Stock Option Plan will be mailed, free of charge, to any holder of Common Shares who makes a request in writing to the Corporation. Any such requests should be mailed to the Corporation, at 132-1320 Graham Blvd., Mont Royal, Quebec, H3P 3C8 to the attention of the Corporate Secretary. See “Particulars of Matters to Be Acted Upon –Approval of Stock Option Plan” for further particulars Deferred Stock Unit PlanOn April 26, 2020, the Corporation adopted the Deferred Stock Unit Plan (“DSUP”). The DSUP Plan was approved by the disinterested shareholders on June 18, 2020 and the Exchange. The Shareholders will be asked at the Meeting to pass an ordinary resolution of the disinterested shareholders approving and ratifying the DSUP. The DSUP is required to be approved and ratified by the shareholders on an annual basis. The DSUP is a non-dilutive long-term incentive plan in which employees, including named executive officers, directors and any other person designated by the Board can participate. The DSUP is intended to advance the interests of the Company through the motivation, attraction and retention of Directors, executive officers, employees, service providers or any other person designated by the Board to participate in the DSUP (“Eligible Participant”). The following is a summary of the DSUP: The DSUP will be administered by the Board or a committee of the Board (the “Committee”) and the Committee will have full discretionary authority to administer the DSUP including the authority to interpret and construe any provision of the DSUP and to adopt, amend and rescind such rules and regulations for administering the DSUP as the Committee may deem necessary in order to comply with the requirements of the DSUP.
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Approval by the Disinterested Shareholders means approval by a majority of votes cast by all Shareholders at the Meeting, excluding votes attached to Common Shares beneficially owned by Insiders of the Corporation to whom Options may be granted pursuant to the Plan and their associates in accordance with the policies of the Exchange. A copy of the Plan may be inspected at the offices of the Corporation at 132-1320 Graham Blvd., Mont Royal, Quebec, H3P 3C8, during normal business hours and at the Meeting. In addition, a copy of the Plan will be mailed, free of charge, to any holder of Common Shares who makes a request in writing to the Corporation. Any such requests should be mailed to the Corporation, at 132-1320 Graham Blvd., Mont Royal, Quebec, H3P 3C8 to the attention of the Corporate Secretary. See “Particulars of Matters to Be Acted Upon –Approval of Stock Option Plan” for further particulars Employment, Consulting and Management Agreements Management services are provided to the Company by companies controlled by the respective NEOs. Other than as set forth below, the Company does not have any contract, agreement, plan or arrangement that provides for payments to an NEO at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change of control of the Company or a change in the NEO’s responsibilities. MCI Agreement Effective November 24, 2010, the Corporation entered into a management services agreement (the “MCI Agreement”) with MCI, a corporation controlled by Mr. Marc-Antoine Audet. The MCI Agreement was subsequently amended on May 3, 2011, January 26, 2015, April 16, 2016, December 1, 2017 and January 1, 2018. Pursuant to the MCI Agreement effective January 1, 2018, MCI agreed to pay to Mr. Audet for his services as the Corporation’s CEO and President, total annual fees of $230,000 payable in equal monthly installments, including reimbursement of expenses, subject to periodic revision by the Corporation and MCI (the “CEO Annual Remuneration”). The term of the MCI Agreement is indefinite, but the engagement of MCI and the MCI Agreement may be terminated by either party. The MCI Agreement provides for certain payments and benefits to MCI on its termination, without cause, resignation for Good Cause and a Change of Control of the Corporation as such terms are defined below. The Corporation may terminate the MCI Agreement without cause at any time by notice in writing stating the last day of engagement and MCI may resign f...
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More Definitions of Approval by the Disinterested Shareholders

Approval by the Disinterested Shareholders means approval by a majority of votes cast by all shareholders at the Meeting, excluding votes attached to Shares owned by Insiders of the Company to whom Options, RSUs or PSUs may be granted pursuant to the Share Compensation Plan, and their associates.
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Related to Approval by the Disinterested Shareholders

  • Disinterested Shareholder Approval means approval by a majority of the votes cast by all the Company’s shareholders at a duly constituted shareholders’ meeting, excluding votes attached to Common Shares beneficially owned by Insiders who are Service Providers or their Associates;

  • Disinterested Person means a director who has not, during the period that person is a member of the Committee and for one year prior to commencing service as a member of the Committee, been granted or awarded equity securities pursuant to this Plan or any other plan of the Company or any Parent, Subsidiary or Affiliate of the Company, except in accordance with the requirements set forth in Rule 16b-3(c)(2)(i) (and any successor regulation thereto) as promulgated by the SEC under Section 16(b) of the Exchange Act, as such rule is amended from time to time and as interpreted by the SEC.

  • Independent Shareholders means holders of outstanding Voting Shares, excluding (i) any Acquiring Person, (ii) any Offeror, (iii) any Affiliate or Associate of any Acquiring Person or Offeror, (iv) any Person acting jointly or in concert with any Acquiring Person or Offeror, and (v) any employee benefit plan, share purchase plan, deferred profit sharing plan or trust for the benefit of employees of the Corporation or a wholly-owned Subsidiary of the Corporation (unless the beneficiaries of such plan or trust direct the manner in which such Voting Shares are to be voted or direct whether the Voting Shares are to be deposited or tendered to a Take-Over Bid, in which case such plan or trust shall be considered to be an Independent Shareholder).

  • Disinterested Director means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

  • Interested Shareholder means any Person (other than the Company and any direct or indirect majority-owned subsidiary of the Company) that (i) is the owner of 15% or more of the outstanding voting Shares of the Company, or (ii) is an affiliate or associate of the Company and was the owner of 15% or more of the outstanding voting Shares of the Company at any time within the 3-year period immediately prior to the date on which it is sought to be determined whether such Person is an interested Shareholder, and the affiliates and associates of such Person; provided, however, that the term “interested Shareholder” shall not include (x) any Person who (A) owned Shares in excess of the 15% limitation set forth herein as of, or acquired such Shares pursuant to a tender offer commenced prior to, the date of registration by the Registrar of the notice of adoption of the Articles, which set forth this Article 25, or pursuant to an exchange offer announced prior to the aforesaid date and commenced within 90 days thereafter and either (I) continued to own Shares in excess of such 15% limitation or would have but for action by the Company or (II) is an affiliate or associate of the Company and so continued (or so would have continued but for action by the Company) to be the owner of 15% or more of the outstanding voting Shares of the Company at any time within the 3-year period immediately prior to the date on which it is sought to be determined whether such Person is an interested Shareholder or (B) acquired said Shares from a Person described in item (A) of this paragraph by gift, inheritance or in a transaction in which no consideration was exchanged; or (y) any Person whose ownership of Shares in excess of the 15% limitation set forth herein is the result of action taken solely by the Company; provided that such Person shall be an interested Shareholder if thereafter such Person acquires additional Shares of voting Shares of the Company, except as a result of further corporate action not caused, directly or indirectly, by such Person. For the purpose of determining whether a Person is an interested Shareholder, the voting Shares of the Company deemed to be outstanding shall include Shares deemed to be owned by the Person through application of Article 23.3(i) but shall not include any other unissued Shares of the Company which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise. Any determination made by the Board of Directors as to whether any Person is or is not an interested shareholder shall be conclusive and binding upon all shareholders of the Company.

  • Majority Shareholders means Sxx Xxxxxx, Sxxxx Xxxxx, Mxxxxxx Xxxxx and Gxxxx XxXxxxxx.

  • Disinterested witness means a witness other than the spouse, child, parent, sibling, grandchild, grandparent, or guardian of the individual who makes, amends, revokes, or refuses to make an anatomical gift, or another adult who exhibited special care and concern for the individual. The term does not include a person to which an anatomical gift could pass under Section 44‑43‑350.