Calgene Board definition

Calgene Board means the Board of Directors of Calgene.
Sample 1Sample 2Sample 3
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
Sample 1
Calgene Board means the Board of Directors of Calgene. -------------
Sample 1

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.

  • 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.

  • 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.

  • The Committee considers and makes recommendations to the Calgene Board of Directors concerning general compensation policies and employee benefit plans and specifically recommends salary levels and bonus awards for certain senior executive officers, including the Chief Executive Officer.

  • 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.

  • 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.

  • The Committee's executive salary and bonus recommendations for fiscal 1996 were approved by the Calgene Board of Directors without modifications.

  • 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".

Related to Calgene Board

  • College board means the state board for community and

  • MUSL Board means the governing body of the MUSL, which is comprised of the chief executive officer of each Party Lottery.

  • 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 has the meaning set forth in Article 3 of the Amended and Restated Research and Development Agreement.

  • Joint Commercialization Committee or “JCC” has the meaning set forth in Section 3.4 (Joint Commercialization Committee).

  • OH&S Committee is referred to hereafter, read “body nominated to implement policy on site”.

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

  • Sanctions Committee means the Committee of the United Nations Security Council which was established pursuant to paragraph 18 of United Nations Security Council Resolution ("UNSCR") 1737 (2006);

  • Supervisory Committee means an oversight committee elected at a general meeting;

  • Party committee means any committee organized by or authorized by the

  • Nominations Committee means the committee referred to as such in, and established pursuant to, Article 133;

  • 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 114;

  • Finance Committee means the Finance Committee of the University;

  • OPSI Advisory Committee means the committee established under Tariff, Attachment M, section III.G.

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

  • ordinary member of the committee means a member of the committee who is not an officer of the Association under Rule 21;

  • Medical Board means the board of physicians as provided by this chapter.

  • 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.

  • Academic Board means the Academic Board of the University College established under paragraph 13;

  • 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.

  • CPF Board means the Central Provident Fund Board, a body corporate established under the Central Provident Fund Act (Cap. 36);