Calgene Director definition

Calgene Director means a member of the Calgene Board.
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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 Director in a sentence

  • 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 Director

  • shadow director means, in relation to a company, any person in accordance with whose directions or instructions the directors of the company are accustomed to act, but the person is not deemed to be a shadow director by reason only that the directors act on advice given by that person in a professional capacity; and

  • Associate Director means the associate director of the

  • Non-Management Director means any Person selected in accordance with Article IV of this Agreement who is not a Management Director.

  • Employee Director means a member of the Board of Directors of the Company that is also an Employee of the Company.

  • Executive Director means the executive director of the

  • New Director means an individual whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the Date of Grant or whose election or nomination for election was previously so approved or recommended. However, “New Director” shall not include a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation relating to the election of directors of the Company.

  • Alternate Director means a person elected or appointed to serve, as the occasion requires, as a member of the board of a company in substitution for a particular elected or appointed director of that company;

  • Nonemployee Director means a Director who is not an Employee.

  • Executive Directors means a person appointed as director directly accountable to the municipal manager.

  • Finance Director means the Finance Director of the Trust;

  • Inside Director means a Director who is an Employee.

  • Deputy Director means the Deputy Director of the Authority, as the case may be.

  • Lead Director means, at any given time, the lead, independent member (if any) elected as such by the Board and occupying such position.

  • Management Director means a Person selected in accordance with Article IV of this Agreement who shall have the powers and duties to manage the business and affairs of the Company and exercise its powers to the extent set forth in this Agreement, the Certificate and the Act. Each Management Director shall be a “manager” of the Company within the meaning of the Act.

  • Project Director means an employee of the Recipient designated by the Authorized Representative to be responsible for the overall management of the administrative and technical aspects of the executed Agreement. The Project Director is set forth in this Agreement.

  • Administrative Director refers to that individual or authorized designee, empowered by the State to make final and binding executive decisions on behalf of the State.

  • Eligible Director means a person who is (i) a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act, and (ii) an “outside director” within the meaning of Section 162(m) of the Code.

  • Program Director means an individual who has complete responsibility for the day to day function of the program. The Program Director is the highest level of decision making at a local, program level.

  • Non-Executive Director Means any director who is not an Executive Director.

  • Eligible Directors means, with respect to a Regulated Fund and a Potential Co-Investment Transaction, the members of the Regulated Fund’s Board eligible to vote on that Potential Co-Investment Transaction under Section 57(o) of the Act (treating any registered investment company or series thereof as a BDC for this purpose).

  • Planning Director means the Planning Director of the City of Santa Xxxxxx, or his or her designee.

  • Outside Director means a Director who is not an Employee.

  • Non-Executive Directors means the Directors who are not in whole time employment of the Company.