CD&R Investor Director definition

CD&R Investor Director means a CD&R Investor Designee who has been elected or appointed to the Board.
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Examples of CD&R Investor Director in a sentence

  • A quorum for meetings of the Board shall consist of a majority of the total number of Directors then in office; provided that, so long as the applicable terms of the Stockholders Agreement are then in effect, such majority must include at least one CD&R Investor Director and one KKR Investor Director (each as defined in the Stockholders Agreement) for so long as each of the CD&R Investor and KKR Investor (each as defined in the Stockholders Agreement) is entitled to designate a Director for nomination.

  • If as a result of the application of the preceding sentence no CD&R Investor Director may serve on a certain committee, the CD&R Investor Group shall be entitled to appoint a Board Observer to such committee (who shall not have voting rights), so long as any such Board Observer meets any applicable independence rules of the stock exchange on which the securities of the Company are quoted or listed for trading.

  • So long as no CD&R Investor Rights Termination Event has occurred, the Board will not remove the CD&R Investor Director without the prior written consent of CD&R, unless the CD&R Investor Director is no longer eligible for designation as a member of the Board pursuant to Section 1.3.

  • A quorum for meetings of the Board shall consist of a majority of the total number of Directors then in office; provided that, so long as the applicable terms of the Stockholders’ Agreement are then in effect, such majority must include at least one CD&R Investor Director and one Univar NV Director (each as defined in the Stockholders’ Agreement) for so long as each of the CD&R Investor and Univar NV (each as defined in the Stockholders’ Agreement) is entitled to designate a Director for nomination.

  • All obligations of the Company pursuant to this Section 3.1(c) shall terminate, and the CD&R Investor Group shall, upon request by the Company by action of the Independent Non-CD&R Investor Directors, cause each CD&R Director and Other CD&R Investor Director to resign from the Board, promptly upon the occurrence of the CD&R Investor Rights Termination Event (and in any event prior to the time at which the Board next takes any action, whether at a meeting or by written consent).

  • Committee membership shall be as determined by the Board, provided that for so long as CD&R Investor is entitled to designate any director for nomination, at least one CD&R Investor Director or Independent Director shall serve on each Committee.

  • From and after the Closing until the CD&R Investor Rights Termination Event (the “CD&R Investor Rights Period”), the CD&R Investor Group shall be entitled to nominate for election, fill vacancies and appoint replacements for a number of CD&R Investor Directors up to the CD&R Investor Director Number.

  • A quorum for meetings of the Board shall consist of a majority of the total number of Directors then in office; provided that, so long as the applicable terms of the Stockholders’ Agreement are then in effect, such majority must include at least one CD&R Investor Director and one Univar NV Director (each as defined in the Stockholders’ Agreement) for so long as each of the CD&R Investor and Univar NV (each as defined in the Stockholders’ Agreement) is entitled to designate a Director for nomination.

  • Each CD&R Investor Director shall, if requested by the remaining directors, appear at any properly called meeting if their presence is required to establish a quorum.

  • Notwithstanding anything to the contrary in this Agreement, at all times during the CD&R Investor Rights Period, (x) the CD&R Investor Director Number shall not be less than one (1), and (y) at any time during which the CD&R Investor Director Number is five (5) or more, at least one (1) CD&R Investor Director must be an Independent Director.

Related to CD&R Investor Director

  • Investor Director means a member of the Board who was elected to the Board as an Investor Designee.

  • Investor Directors has the meaning set forth in Section 2(a).

  • 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.

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

  • Series B Director means any director of the Company that the holders of record of the Series B Preferred Stock are entitled to elect, exclusively and as a separate class, pursuant to the Certificate of Incorporation.

  • 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.

  • Designated Director means a person designated by the RE to ensure overall compliance with the obligations imposed under chapter IV of the PML Act and the Rules and shall include:

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

  • 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

  • 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.

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

  • Athletic director means an individual responsible for administering the overall athletic program of an educational institution or, if an educational institution has separately administered athletic programs for male students and female students, the athletic program for males or the athletic program for females, as appropriate.

  • Series A Directors means the directors of the Company that have been solely designated by the holders of record of the Series A Preferred Stock pursuant to the Certificate of Incorporation, the Stockholders Agreement or otherwise.

  • 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.

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

  • Company Director means a member of the Board.

  • Member Director means a Director elected or appointed pursuant to section 8(2)(a) of the Act and Section 5.02;

  • Investor Group means the Sponsor and its affiliates, successors and assigns.

  • Disinterested Director means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

  • Non-interested director means a director who is not an “interested director” of a fund and who is not employed by, or has a material business or professional relationship with, the fund or the fund’s investment adviser or underwriter. See Section 2(a)(19) of the Investment Company Act of 1940 for more information.

  • Unaffiliated Director means, for purposes of this Code, a director or honorary director of the Fund who is not a director, officer or employee of the Adviser or an affiliate thereof.

  • Elected Director means a person elected as an elected director in accordance with these bylaws or elected or appointed as a replacement director for an elected director;

  • Qualified Director means a person who, at the time action is to be taken under:

  • 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.

  • 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 the Series A Directors and the Series B Directors.