Carlyle Nominees definition

Carlyle Nominees means (i) such persons as are designated as nominees to the Board of Directors by a Majority in Interest of the Carlyle Nominating Limited Partners in accordance with Section 8.7.A and (ii) such persons designated to fill a vacancy on the Board of Directors pursuant to Section 8.7.C.
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Carlyle Nominees has the meaning set forth in Section 2.1(a)(i)(B).
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Carlyle Nominees means (i) such persons as are designated as nominees to the Board of Directors by a Majority in Interest of the Carlyle Nominating Limited Partners in accordance with Section 8.7.A and(ii) such persons designated to fill a vacancy on the Board of Directors pursuant to Section 8.7.C.
Sample 1

Examples of Carlyle Nominees in a sentence

  • The General Partner agrees to use all reasonable efforts to solicit proxies for such Carlyle Nominees from all holders of REIT Shares and/or other voting stock entitled to vote thereon.

  • Xxxx, and such other two persons as shall be designated by Carlyle as the Newport Fab Carlyle Nominees.

  • The Stockholders, the Company and Newport Fab agree to take any and all actions necessary and appropriate (whether by vote or consent or otherwise) to cause the election or appointment of the Newport Fab Carlyle Nominees to serve as members of the Newport Fab Board.

  • The Stockholders, the Company, and Newport Fab agree that as long as Carlyle has Article 4 Rights and CP III Beneficially Owns at least one share of Company Stock, CP III shall be entitled to appoint the Carlyle Designated Managers to serve as members of the Newport Fab Board (the "Newport Fab Carlyle Nominees" and, collectively with the Company Carlyle Nominees, the "Carlyle Nominees").

  • Carlyle agrees not to assign the right to designate any of the Company Carlyle Nominees under the Second Amended and Restated Stockholder Agreement to any entity other than CP III.

  • For so long as the Company’s certificate of incorporation shall provide for the division of directors into three classes, the Company Board shall determine which director class each director shall serve and shall apportion such nominees among the classes so as to maintain the number of Carlyle Nominees and H&F Director Nominees in each class as nearly equal as possible.

  • For the avoidance of doubt, it is understood that the failure of the stockholders of the Company to elect any Carlyle Nominee or any H&F Nominee, shall not affect the right of the Carlyle Entities or the H&F Entities, as applicable, to designate the Carlyle Nominees or the H&F Nominees, as the case may be, for election pursuant to this Section 2.1(c) in connection with any future election of Directors.

  • The Stockholders and the Company agree that as long as Carlyle has Article 4 Rights and CP III Beneficially Owns at least one share of Company Stock, CP III shall be entitled to appoint the Carlyle Designated Directors to serve as members of the Company Board (the "Company Carlyle Nominees").

  • Xxxx, and such other two persons as shall be designated by Carlyle as the Company Carlyle Nominees.

  • The Stockholders and the Company agree not to amend the Third Amended and Restated Operating Agreement to modify or eliminate the right of Carlyle to appoint the Newport Fab Carlyle Nominees to the Newport Fab Board as long as Carlyle has Article 4 Rights.

Related to Carlyle Nominees

  • Carlyle means Carlyle Investment Management, LLC.

  • Investor Nominee means a person designated for election to the Board of Directors by the Investor pursuant to the Investment Agreement.

  • Warburg Pincus CS", "CSAM", "Credit Suisse" or "Credit Suisse Warburg Pincus".

  • TPG has the meaning set forth in the preamble.

  • Investor Designee means an individual nominated by the Board as a “Investor Designee” for election to the Board pursuant to Section 5.10(a), Section 5.10(d) or Section 5.10(e) of the Investment Agreement.

  • New Directors means any director whose election by the Board or whose 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 were Present Directors or New Directors.

  • BRS means Behavior Rehabilitation Services.

  • Board Designee means an employee of the Board who has been given authority by the Board to carry out a function for the Board (e.g., the Clerk, Assistant Clerk of the Board, or hearing officer).

  • Preferred Directors means, collectively, the Series A Directors and the Series B Director.

  • Asset Management Company/UTI AMC/AMC/Investment Manager means the UTI Asset Management Company Limited incorporated under the Companies Act, 1956, (1 of 1956) [replaced by The Companies Act, 2013 (No.18 of 2013)] and approved as such by Securities and Exchange Board of India (SEBI) under sub-regulation (2) of Regulation 21 to act as the Investment Manager to the schemes of UTI Mutual Fund.

  • CD&R Investors means, collectively, (i) CD&R Fund VIII, (ii) CD&R Friends & Family Fund VIII, L.P., a Cayman Islands exempted limited partnership, and any successor in interest thereto, and (iii) any Affiliate of any CD&R Investor identified in clauses (i) and (ii) of this definition.

  • Investor Directors or “Investor Director” has the meaning set forth in Section 6.1(a) hereof.

  • Managing Directors means Mrs Maria Chr. van der Sluijs-Plantz, Mrs Thérèse F.C. Wijnen and Mr Hubertus P.C. Mourits or such other person(s) who may be appointed as Managing Director(s) of the Issuer from time to time.

  • Canadian Investment Manager designation means the designation earned through the Canadian investment manager program prepared and administered by CSI Global Education Inc. and so named on the day this Instrument comes into force, and every program that preceded that program, or succeeded that program, that does not have a significantly reduced scope and content when compared to the scope and content of the first-mentioned program;

  • Investor Director means any Director designated or nominated for election to the Board by the Investor Shareholders pursuant to Section 2.1 of this Agreement.

  • Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.

  • Independent Director/Trustee means any; (i) director or trustee of an Invesco Mutual Fund who is not an “interested person” (as defined in Section 2(a)(19) of the Investment Company Act) of an Invesco Mutual Fund; (ii) director or trustee of an Invesco ETP who is not an “interested person” (as defined in Section 2(a)(19) of the Investment Company Act) of an Invesco ETP; or (iii) member of the Invesco Canada Independent Review Committee, Invesco Canada Funds Advisory Board or Board of Directors of Invesco Corporate Class Inc. who has no other executive responsibilities or engagement in an Invesco Canada Fund or Invesco NA’s day-to-day activities beyond the scope of their duties as director/trustee.

  • Parent Directors means the Directors elected or appointed pursuant to Articles 53 – 56 inclusive;

  • Sponsor Director means an individual elected to the Board that has been nominated by the Sponsor pursuant to this Agreement.

  • 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.

  • Asset Management Company/UTI AMC/AMC/Investment Manager means the UTI Asset Management Company Limited incorporated under the Companies Act, 1956, (1 of 1956) replaced by The Companies Act, 2013 (No. 18 of 2013) and approved as such by Securities and Exchange Board of India (SEBI) under sub-regulation (2) of Regulation 21 to act as the Investment Manager to the schemes of UTI Mutual Fund;

  • KKR means each of Kohlberg Kravis Xxxxxxx & Co., L.P. and KKR Associates, L.P.

  • Preferred Director means any director of the Company that the holders of record of the Preferred Stock are entitled to elect pursuant to the Company’s Certificate of Incorporation.

  • Company Director means a member of the Board.

  • Management Group means at any time, the Chairman of the board of directors, the Chief Executive Officer, the President, any Managing Director, Executive Vice President, Senior Vice President or Vice President, any Treasurer and any Secretary of Holdings or other executive officer of Holdings or any Subsidiary of Holdings at such time.

  • Apollo means Apollo Management, L.P., and its Affiliates.