Examples of Conflicted Directors in a sentence
As required by section 175 of the Act and the Articles, each Director (as applicable) confirmed and declared the nature and extent of his/her interest (whether direct or indirect) in accordance with section 175 of the Act and the Articles (the Conflicted Directors).
As required by section 175 of the Act and the Articles, Adrian Roberts, Jonathan Simpson-Dent and Fiona Walmsley (each a Member Director, and together the Member Directors) confirmed and declared the nature and extent of his/her interest (whether direct or indirect) in accordance with section 175 of the Act and the Articles (the Conflicted Directors).
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.
Each RTL Director who is not a Conflicted Director shall be entitled to receive such information, and the Company shall, as a general matter, make information available to Directors who are not Conflicted Directors, including Competitive Business Information, in a manner consistent with past practice.
If a Conflicted Director is then serving as a Director, to the extent Competitive Business Information is presented to the Board, Conflicted Directors shall not be entitled to receive such information.
Responses to categorical variables were summarised as frequency counts and percentages.
Conflicted Directors shall be counted in the calculation of a quorum.
Fairness Opinion and Formal Valuation In determining that the Arrangement is in the best interests of the Company and fair to the Company Shareholders, the Special Committee and the Board (excluding the Conflicted Directors) considered, among other things, the Formal Valuation and the Fairness Opinion.
However, the Special Committee and the Board (excluding the Conflicted Directors), acting in good faith, each unanimously determined that the Company may rely on the “financial hardship” exemption from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in Section 5.5(g) and Section 5.7(1)(e), respectively, of the instrument with respect to such payments and transactions.
The respective conclusions and unanimous recommendations of each of the Special Committee and the Board (excluding the Conflicted Directors) were made after considering all of the information and factors involved.