Board Percentage definition

Board Percentage equals a number of members of the board of directors of the Company equal to the then total members (or positions open for nomination at the applicable meeting or as of the applicable consent) of the Company’s Board of Directors multiplied by 0.6666 and rounded up to the nearest whole number. For example, if the Company has three (3) directors, the Voting Proxy will have the right to vote the Shares to appoint (or remove) two (2) of the three (3) directors (three (3) directors multiplied by 0.6666 = two (2)). All action to be taken on any question shall be determined by Proxy, in his sole discretion. For the sake of clarity, and in an abundance of caution, the Stockholder shall have the right, in his sole discretion to vote the Shares for any remaining directors not covered by the Board Percentage or for any other proposals voted upon by the stockholders of the Company or for which the vote of stockholders is requested at any meeting or in connection with any action(s) taken via written consent.
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Board Percentage has the meaning given such term in Section 1.4(a).
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Board Percentage. Section 1.03(a) "business day" -- Section 10.11(c) "CERCLA" -- Section 4.15(c) "Certificate of Merger" -- Section 2.03 "Certificates" -- Section 3.02(b) "CHL" -- Section 4.01 "Class A Common Stock" -- Preamble "Class B Common Stock" -- Section 4.02 "Class C Common Stock" -- Preamble "Closing" -- Section 2.02 "Closing Date" -- Section 2.02 "Code" -- 3.02(e) "Company" -- Preamble "Company Common Stock" -- Preamble "Company Disclosure Letter" -- Section 4.01 "Company Employee Benefit Plans" -- Section 4.13(b)(i) "Company Financial Statements" -- Section 4.05 "Company Material Adverse Effect" -- Section 4.01 "Company Option Plans" -- Section 3.01(e) "Company Permits" -- Section 4.10 "Company Preferred Stock" -- Section 4.02 "Company SEC Reports" -- Section 4.05 "Company Stockholders' Approval" -- Section 7.03 "Company Stockholders' Meeting" -- Section 7.03 "Confidentiality Agreement" -- Section 7.01 "Constituent Corporations" -- Section 2.01 "Contracts" -- Section 4.04(a) "control," "controlling," "controlled by" and "under common control with" -- Section 10.11(a) "Control Date" -- Section 1.03(a) "CPC" -- Section 4.11(c) "DGCL" -- Section 1.01(a) "Dissenting Share" -- Section 3.01(d)(i) "DNL Partners" -- Section 6.04 "Effective Time" -- Section 2.03
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Examples of Board Percentage in a sentence

  • Number of individuals serving on your Board;- Percentage of Board representing GPO customers;- Percentage of Board that are employees of the GPO; and- Percentage of Board members also serving as employees, officers, or directors of a participating vendor.

  • The Company shall, upon request of the Purchaser, cause Purchaser's designees to satisfy the Board Percentage, including without limitation increasing the size of the Company Board and securing resignations of such number of its incumbent directors as is necessary to enable Parent's designees to be so elected to the Company Board, and shall cause Parent's designees to be so elected.

  • At the request of Parent, the Company will use its reasonable efforts to cause such individuals designated by the Parent to constitute the same Board Percentage of (i) each committee of the Company Board, (ii) the board of directors of any Subsidiary (as defined below) of the Company, and (iii) the committee of the board of directors of any Subsidiary of the Company.

  • For the sake of clarity, and in an abundance of caution, the Stockholder shall have the right, in his sole discretion to vote the Shares for any remaining directors not covered by the Board Percentage or for any other proposals voted upon by the stockholders of the Company or for which the vote of stockholders is requested at any meeting or in connection with any action(s) taken via written consent.

  • At the request of Parent, upon the purchase of Shares pursuant to the Offer, the Company will use its reasonable best efforts to cause such individuals designated by the Parent to constitute the same Board Percentage of (i) each committee of the Company Board, (ii) the Company's representation on the board of directors of any Subsidiary (as defined below) of the Company, and (iii) the Company's representation on any committee of the board of directors of any Subsidiary of the Company.

  • At such times, if requested by Sub, the Company will use its best efforts to cause each committee of the Board of Directors of the Company to include persons designated by Sub constituting the Board Percentage of such committee.

  • The Company has agreed, upon request of Parent, to promptly satisfy the Board Percentage by (i) increasing the size of the Board of Directors of the Company or (ii) using its best efforts to secure the resignations of such number of directors as is necessary to enable Parent's designees to be elected to the Board of Directors of the Company and to cause Parent's designees promptly to be so elected.

  • At each such time, the Company will also cause (i) each committee of the Board, (ii) the board of directors of each of the Company's subsidiaries and (iii) each committee of such board to include persons designated by Buyer constituting the same percentage of each such committee or board as the Board Percentage.

  • The Company shall promptly amend, or cause to be amended, its By-Laws, if necessary, to increase the size of the Board of Directors of the Company if such increase is required to satisfy the Board Percentage pursuant to this Section l.

  • The Company shall promptly amend, or cause to be amended, its by-laws, if necessary, to increase the size of the Board of Directors of the Company if such increase is required to satisfy the Board Percentage pursuant to this Section l.


More Definitions of Board Percentage

Board Percentage equals a number of members of the board of directors of the Company equal to the then total members (or positions open for nomination) of the Company’s Board of Directors multiplied by 0.6666 and rounded up to the nearest whole number. For example, if the Company has three (3) directors, the Voting Proxy will have the right to vote the Shares to appoint (or remove) two (2) of the three (3) directors (three (3) directors multiplied by 0.6666 = two (2)). For the sake of clarity, and in an abundance of caution, the Stockholder shall have the right, in his sole discretion to vote the Shares for any remaining directors not covered by the Board Percentage or for any other proposals voted upon by the stockholders of the Company or for which the vote of stockholders is requested at any meeting or in connection with any action(s) taken via written consent.
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Related to Board Percentage

  • Cash Percentage shall have the meaning specified in Section 14.02(a)(iii).

  • Funded Percentage means, with respect to any Lender at any time, a percentage equal to a fraction the numerator of which is the amount actually disbursed and outstanding to Borrower by such Lender at such time and the denominator of which is the total amount disbursed and outstanding to Borrower by all of the Lenders at such time.

  • Specified Percentage — means the confidential percentage rate provided to the Officer together with this Plan.

  • Required Percentage means, with respect to an Excess Cash Flow Period, 50%; provided, that (a) if the Net Total Leverage Ratio as at the end of the Excess Cash Flow Period is less than or equal to 3.50 to 1.00 but greater than 3.00 to 1.00, such percentage shall be 25% and (b) if the Net Total Leverage Ratio as at the end of the Excess Cash Flow Period is less than or equal to 3.00 to 1.00, such percentage shall be 0%.

  • NOLV Percentage the net orderly liquidation value of Inventory, expressed as a percentage, expected to be realized at an orderly, negotiated sale held within a reasonable period of time, net of all liquidation expenses, as determined from the most recent appraisal of Borrowers’ Inventory performed by an appraiser and on terms satisfactory to Agent.

  • Invested Percentage means, on any date of determination with ------------------- respect to any Distribution Date: (a) when used with respect to Principal Receivables during the Accumulation Period or the Rapid Amortization Period, the Fixed Allocation Percentage; and (b) when used with respect to Principal Receivables during the Revolving Period and Finance Charge Receivables and Defaulted Receivables at any time, the Floating Allocation Percentage.

  • Payout Percentage means the percentage (between 0% and 200%) determined by the Committee in accordance with the procedures set forth in Paragraph 2, which shall be used to determine the value of each Performance Unit.

  • Target Percentage means those percentages assigned to Participants pursuant to Section 3.2 hereof.

  • L/C Percentage as to any L/C Lender at any time, the percentage of the Total L/C Commitments represented by such L/C Lender’s L/C Commitment, as such percentage may be adjusted as provided in Section 2.23.

  • Shift Percentage As to any Distribution Date occurring during the five years beginning on the first Distribution Date, 0%. For any Distribution Date occurring on or after the fifth anniversary of the first Distribution Date as follows: for any Distribution Date in the first year thereafter, 30%; for any Distribution Date in the second year thereafter, 40%; for any Distribution Date in the third year thereafter, 60%; for any Distribution Date in the fourth year thereafter, 80%; and for any Distribution Date thereafter, 100%.

  • PO Percentage As to any Discount Mortgage Loan, a fraction (expressed as a percentage) the numerator of which is the excess of the Required Coupon over the Adjusted Net Mortgage Rate of such Discount Mortgage Loan and the denominator of which is such Required Coupon. As to any Non-Discount Mortgage Loan, 0%.

  • Retained Percentage means, with respect to any Excess Cash Flow Period, (a) 100% minus (b) the Applicable ECF Percentage with respect to such Excess Cash Flow Period.

  • Pool Percentage With respect to each Mortgage Pool and any Distribution Date, the fraction, expressed as a percentage, the numerator of which is the Pool Balance for such Mortgage Pool for such date and the denominator of which is the Aggregate Pool Balance for such date.

  • Asset Percentage has the meaning specified in Section 2.05(b)(ii).

  • Class B-6 Percentage As to any Distribution Date, except as set forth in the next sentence, the percentage calculated by multiplying (i) the Subordinated Percentage by (ii) a fraction, the numerator of which is the Class B-6 Principal Balance (determined as of the Determination Date preceding such Distribution Date) and the denominator of which is the sum of the Principal Balances of the Classes of Class B Certificates eligible to receive principal distributions for such Distribution Date in accordance with the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that the Class B-6 Certificates are not eligible to receive distributions of principal in accordance with Section 4.01(d)(i), the Class B-6 Percentage for such Distribution Date will be zero.

  • Class C Percentage means at any time the percentage equivalent of a fraction, the numerator of which is the Outstanding Amount of the Class C Notes and the denominator of which is the sum of the Outstanding Amount of all the Notes.

  • Vested Percentage means the sum of the following percentages: (i) 2% multiplied by your Years of Service, plus (ii) 8% multiplied by the number of Years you have been designated a participant in the Plan; provided, however, (w) prior to completing five Years of Service the Vested Percentage is 0,(x) on or prior to your fiftieth birthday your Vested Percentage may not exceed 50%, (y) on or prior to each of your birthdays following your fiftieth birthday your Vested Percentage may not exceed the sum of 50% plus the product obtained by multiplying 5% by the number of birthdays that have occurred following your fiftieth birthday, and (z) your Vested Percentage in no event may exceed 100%.

  • Class B-1 Percentage As to any Distribution Date, the percentage calculated by multiplying the Subordinated Percentage by either (i) if any Class B Certificates (other than the Class B-1 Certificates) are eligible to receive principal distributions for such Distribution Date in accordance with Section 4.01(d), a fraction, the numerator of which is the Class B-1 Principal Balance (determined as of the Determination Date preceding such Distribution Date) and the denominator of which is the sum of the Principal Balances of the Classes of Class B Certificates eligible to receive principal distributions for such Distribution Date in accordance with the provisions of Section 4.01(d) or (ii) except as set forth in Section 4.01(d)(ii), in the event that the Class B Certificates (other than the Class B-1 Certificates) are not eligible to receive distributions of principal in accordance with Section 4.01(d)(i), one.

  • Participation Percentages means the percentage of the total actual project costs that will be contributed by the OPWC, not to exceed the maximum dollar contribution of the OPWC identified in this Project Agreement, and the percentage of the total actual project costs that will be contributed by the Recipient. Both of the percentages are identified in Appendix D. In the event that the total actual project costs exceed the estimated project costs identified in Appendix D, the Local Subdivision Participation Percentage will increase to reflect the cost overrun, while the OPWC percentage contribution will decrease recognizing that there is a maximum dollar contribution from the OPWC which is identified in this Project Agreement.

  • Designated Percentage shall have the meaning set forth in Section 1(a) hereof.

  • Participation Percentage means the rounded percentage of the total actual Project costs that will be contributed by the OPWC, not to exceed the maximum dollar contribution of the OPWC identified in this Project Agreement, and the rounded percentage of the total actual Project costs that will be contributed by the Recipient. Both percentages are identified in Appendix B. If the total actual Project costs exceed the estimated Project costs identified in Appendix B, the Local Subdivision Participation Percentage will increase to reflect the cost overrun, while the OPWC percentage contribution will decrease recognizing that there is a maximum dollar contribution from the OPWC which is identified in this Project Agreement.

  • Total Percentage means, with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time.

  • Investor Percentage means for any Monthly Period, (a) with respect to Finance Charge Receivables and Default Amounts at any time and Principal Receivables during the Revolving Period, the Floating Investor Percentage and (b) with respect to Principal Receivables during the Controlled Accumulation Period or the Rapid Amortization Period, the Fixed Investor Percentage.

  • Class B-2 Percentage As to any Distribution Date, except as set forth in the next sentence, the percentage calculated by multiplying (i) the Subordinated Percentage by (ii) a fraction, the numerator of which is the Class B-2 Principal Balance (determined as of the Determination Date preceding such Distribution Date) and the denominator of which is the sum of the Principal Balances of the Classes of Class B Certificates eligible to receive principal distributions for such Distribution Date in accordance with the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that the Class B-2 Certificates are not eligible to receive distributions of principal in accordance with Section 4.01(d)(i), the Class B-2 Percentage for such Distribution Date will be zero.

  • Funding Percentage means with respect to any Payment Date, the percentage derived from the fraction the numerator of which is the Pre-Funded Amount and the denominator of which is the sum of the aggregate Principal Balance of Receivables transferred to the Trust and the Pre-Funded Amount, in each case, as of the last day of the related Collection Period.

  • Threshold Percentage means 15%.