Conflicted Director definition

Conflicted Director means (in relation to a Relevant Situation) a Director who has made a submission for authorisation in respect of that Relevant Situation.

Conflicted Director means (in relation to a Relevant Situation) any Director who is in a Relevant Situation.

Conflicted Director means a Company Director that abstains from giving the recommendation and providing the undertaking referred to in clause 8.1 whether due to a conflict of interest or otherwise.

Examples of Conflicted Director in a sentence

• A Conflicted Director shall not be entitled to review, and shall be restricted or otherwise prohibited from reviewing, non-public information and books and records, and shall be restricted and recused or otherwise excluded from discussions or voting in a meeting of the Board, in each case relating, directly or indirectly, to the Conflicted Business.

• The Board may form a committee of Directors to receive, consider and discuss Competitive Business Information, provided that each RTL Director who is not a Conflicted Director is appointed to such committee and such committee is not empowered to approve any action, but only to make recommendations to the Board with respect to actions to be taken (with any such recommendations to avoid disclosure of Competitive Business Information to a Conflicted Director).

• If a Conflicted Director is then serving as a Director, to the maximum extent possible and without limiting the availability of Competitive Business Information to Directors who are not Conflicted Directors, the Company shall present the operating and other financial results of the Company to the Board in a format that will allow, without revealing Competitive Business Information, all Directors, including Conflicted Directors, to evaluate the performance of the Company and its prospects.

• A Conflicted Director shall not be entitled to review, and shall be restricted or otherwise prohibited from reviewing, non-public information and books and records, and shall be restricted and recused or otherwise excluded from discussions or voting in a meeting of the Board of Directors, in each case relating, directly or indirectly, to the Conflicted Business (such information, the “Restricted Information”).

• For the purposes of clause 14, any act by the Conflicted Director that would otherwise result in a breach by Xxxxxxx of clause 14 shall not constitute a breach by Xxxxxxx of clause 14 provided that the relevant breach was caused solely by the relevant act by the Conflicted Director and, when acting, he was not acting on behalf of Pushpay or otherwise directed or instructed to perform the relevant act by Xxxxxxx.

More Definitions of Conflicted Director

Conflicted Director means a Director in respect of whom a conflict

Conflicted Director means a director in respect of whom a conflict of interest arises or may reasonably arise because that director or a Connected Person is receiving or stands to receive a benefit (other than payment of a premium for indemnity insurance) from the Company, or has some separate interest or duty in a matter to be decided, or in relation to information which is confidential to the Company;

Conflicted Director means a Director designated by a Conflicted Member.

Conflicted Director means a director in relation to whom there is a conflicting matter;

Conflicted Director means a Company Director that abstains from giving the recommendation referred to in clause 6.2(f)(ii) whether due to a conflict of interest or otherwise.

Conflicted Director means a member of the Noront Board who is a Representative of a person that has made an Acquisition Proposal or of an affiliate of such person, or who has otherwise declared an interest in, and refrained from voting in respect of, the Contemplated Transactions;

Conflicted Director means any Director who is (or has been in the 6 months prior to his/her nomination as a director) an employee of, or consultant to, Roust Trading (Cyprus) Limited (UK Branch) and its Subsidiaries with direct responsibility for, or where the scope of consulting services directly relate to, Roust Trading (Cyprus) Limited (UK Branch)’s and its Subsidiaries’ export business, provided, however, that Mr. Xxxxxxx Xxxxxx will not be considered a Conflicted Director.