Register of Directors and Officers means the Register of Directors and Officers referred to in these Bye-laws;
Directors means the directors for the time being of the Company.
Continuity Directors means (A) those members of the Board who were directors on the date hereof and (B) those members of the Board (other than a director whose initial assumption of office was in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of Ceridian) who were elected or appointed by, or on the nomination or recommendation of, at least a two-thirds (2/3) majority of the then-existing directors who either were directors on the date hereof or were previously so elected or appointed; or
Parent Directors means the Directors elected or appointed pursuant to Articles 53 – 56 inclusive;
Independent Directors means the members of the Board of Directors who are not officers or employees of the Manager.
Resolution of Directors means either:
Disinterested Directors means, with respect to any Affiliate Transaction, one or more members of the Board of Directors of the Company, or one or more members of the Board of Directors of a Parent, having no material direct or indirect financial interest in or with respect to such Affiliate Transaction. A member of any such Board of Directors shall not be deemed to have such a financial interest by reason of such member’s holding Capital Stock of the Company or any Parent or any options, warrants or other rights in respect of such Capital Stock.
Disinterested Board Members means those members of the Board of a Fund that are not deemed to be "interested persons" of the Fund, as defined by the Act.
Governing board means the Fund's Board of Directors if the Fund is a corporation or the Fund's Board of Trustees if the Fund is a trust, or, where duly authorized, a competent committee thereof.
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.
The Board of Directors or "Board" means all those persons appointed to perform the duties of directors of the society;
Medical Executive Committee or “MEC” means the Executive Committee of the Medical Staff.
Company Board of Directors means the board of directors of the Company.
Disinterested Director/Trustee means a Director/Trustee of the Fund who is not an "interested person" of the Fund within the meaning of Section 2(a)(19) of the Act.
Nomination and Remuneration Committee means a Committee of Board of Directors of the Company, constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and the Listing Agreement.
Officers Certificate” means a certificate signed on behalf of the Company by two Officers of the Company, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company, that meets the requirements of Section 12.05 hereof.
Guarantor’s Board of Directors means, with respect to any Guarantor, either the board of directors of such Guarantor or any duly authorized committee of that board.
former Board means the Board of Reference constituted under Part IV of the former provisions;
Senior Executive Officers means the Company's "senior executive officers" as defined in subsection 111(b)(3) of the EESA and regulations issued thereunder, including the rules set forth in 31 C.F.R. Part 30.
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.
Executive Officers means the Company's “executive officers” as defined in 12 C.F.R. § 215.2(e)(1) (regardless of whether or not such regulation is applicable to the Company).
Director or officer means any of the following:
Office of the Corporation means the executive office of the Corporation, anything in Section 131 of the General Corporation Law to the contrary notwithstanding.
MUSL Board means the governing body of the MUSL, which is comprised of the chief executive officer of each Party Lottery.
Benefits Committee means the Employee Benefits Committee of Textron.
Investor Directors or “Investor Director” has the meaning set forth in Section 6.1(a) hereof.