Calgene Board definition

Calgene Board means the Board of Directors of Calgene.
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Calgene Board means the Board of Directors of Calgene. "Calgene Director" means a member of the Calgene Board. "Commission" means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act. "Common Stock" means the Common Stock, $.001 par value, of the Company. "Company" has the meaning set forth in the first paragraph hereof. "Company Credit Facility" means the Holding Company Credit Facility Agreement dated March 31, 1996 between the Company and Monsanto. "Company Director" means an Independent Director who is designated for such position by the Company in accordance with Section 4.1 hereof. "Company Management Director" means the Chief Executive Officer (or, if there is none at any time, a Director nominated by a majority of the Company Directors) and a second Director who shall be nominated by a majority of the Company Directors. "Company Securities" has the meaning set forth in Section 3.1 hereof. "Control Securities" means securities of the Company, other than Restricted Securities, owned by a Holder at the time such Holder would be deemed to be an Affiliate of the Company. "Credit Facilities" means the Company Credit Facility and the Xxxxxxxx Credit Facility. "Director" means a member of the Board of Directors of the Company. "Effective Date" means November , 1996. "Effective Date Percentage" means the greater of 53% or the percentage of outstanding shares of Common Stock of the Company held by Monsanto immediately after the consummation of the transactions contemplated by the Stock Purchase Agreement. "Equity Security" means (i) any Common Stock or other Voting Stock, (ii) any securities of the Company convertible into or exchangeable for Common Stock or other Voting Stock or (iii) any options, rights or warrants (or any similar securities) issued by the Company to acquire Common Stock or other Voting Stock. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Financial Purchaser" means a Person (i) purchasing Company Securities from Monsanto for investment purposes or otherwise in the ordinary course of business and not for the purpose nor with the effect of changing or influencing the control of the Company and (ii) which Person is not already primarily in the same lines of business as the Company. 2
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Examples of Calgene Board in a sentence

  • The parties agree that the manner of nominating, and the governance provisions relating to, the Board of Directors and the Calgene Board shall be identical, and that the provisions of this Section 4.1 set forth below and of Sections 4.3(c) and 4.3(d) hereof shall be deemed to apply equally to the Calgene Board and Calgene Directors.

  • By virtue of its status as controlling shareholder and its domination and control of the Calgene Board, Monsanto owes fiduciary duties to Calgene's public shareholders.

  • Not later than the Effective Date, the Board of Directors shall amend the Company's By- laws and the Calgene Board shall amend Calgene's By-laws to reflect the provisions of this Agreement.

  • Accordingly, when applied to the Calgene Board, the term "Director" shall be deemed to mean "Calgene Director", the term "Company", whether used alone or as a modifier, shall be deemed to mean "Calgene", and the term "Board of Directors" shall be deemed to mean "Calgene Board".

  • However, these directors cannot be expected to adequately represent, protect and advocate the interests of the public shareholders and ensure that the Transaction is entirely fair to the Class, as a result of Monsanto's ownership and domination and control of the Calgene Board.

  • Not later than the Effective Date, the Board of Directors shall amend the Company's By-laws and the Calgene Board shall amend Calgene's By-laws to reflect the provisions of this Agreement.

  • Monsanto will not, without the consent of the Special Committee of Calgene Board of Directors, accept for payment any shares tendered pursuant to the tender 2 offer unless at least a majority of the Minority Shares are tendered and not withdrawn prior to the expiration of the tender offer.

  • SALARY AND BONUSES In determining its recommendation to the Calgene Board of Directors concerning the salary of senior executive officers, the Committee considers published data from annual surveys of executive compensation at other companies in its field.

  • Under the terms of the Restated Stockholders Agreement the Retention/Replacement Committee would be eliminated, leaving the Calgene Board of Directors thereafter responsible for the retention and/or replacement of all of the executive officers of the Company.

  • This purchase would increase Monsanto's equity ownership in Calgene to 54.6% and would cause a shift in the composition of the Calgene Board of Directors to provide for four independent directors, the CEO of Calgene, and four Monsanto nominees.

Related to Calgene Board

  • Joint Committee means the Joint Committee established by Article 164(1) of the withdrawal agreement;

  • Advisory Committee means the Employer's Advisory Committee as from time to time constituted.

  • Transition Committee shall have the meaning set forth in Section 2.14.

  • Management Committee means in the case of a Competition which is an unincorporated association, the management committee elected to manage the running of the Competition and where the Competition is incorporated it means the Board of Directors appointed in accordance with the articles of association of that company.

  • Joint Development Committee or “JDC” has the meaning set forth in Section 3.10.

  • Development Committee shall have the meaning set forth in Section 3.4.1.

  • Joint Commercialization Committee or “JCC” has the meaning set forth in Section 2.1(a).

  • Sub-Committee means a committee of a committee created by the board.

  • Supervisory Committee means the Comisión Fiscalizadora of the Company.

  • Nominations Committee means the nominations committee established pursuant to Article 100(k).

  • Company Board of Directors means the board of directors of the Company.

  • Nomination Committee means the nomination committee of the Board established in accordance with Article 116;

  • Finance Committee means the Finance Committee of the University;

  • The Board of Directors or "Board" means all those persons appointed to perform the duties of directors of the society;

  • Medical Board means the North Carolina Medical Board.

  • Executive Committee means a group of directors elected or appointed to act on behalf of, and within the powers granted to them by, the Commission.

  • Candidate Committee means a committee established by a candidate pursuant to N.J.S.A. 19:44A-9(a), for the purpose of receiving contributions and making expenditures.

  • Ethics Committee means an independent body established in a Member State in accordance with the law of that Member State and empowered to give opinions for the purposes of this Regulation, taking into account the views of laypersons, in particular patients or patients' organisations;