Designated Independent Directors definition

Designated Independent Directors means (i) if there are three (3) or four (4) Initial Panavision Designees, three (3) independent directors, one (1) of which will serve as a Class II director and two (2) of which will serve as Class I directors, and (ii) if there are two (2) Initial Panavision Designees, four (4) independent directors, two (2) of which will serve as Class II directors and two (2) of which will serve as Class I directors.
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Designated Independent Directors means those current members of the Company Board set forth on Schedule A attached hereto.
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Designated Independent Directors has the meaning ascribed thereto in Section 2.2(k).
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Examples of Designated Independent Directors in a sentence

  • In connection with any such Going Private Transaction, the Designated Independent Directors may retain an Independent Investment Banking Firm and outside legal counsel, the fees and expenses of which shall be borne by the Company.

  • Parent has, upon the invitation of the Designated Independent Directors Committee of the Board of Directors of the Company (the “Special Committee”), as established by the Amended and Restated Stockholders Agreement, dated as of August 25, 2004, among Banknorth Group Inc., Banknorth Delaware Inc.

  • If a majority of the Designated Independent Directors approves such transaction, TD or such Affiliates may publicly announce, commence and effect such Going Private Transaction.

  • Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Agreement, and no giving of any consent provided for hereunder, shall be effective unless such modification, amendment, waiver or consent is approved by a majority of the Designated Independent Directors (and in any event at least one Designated Independent Director).

  • The initial Original Member Designated Independent Directors pursuant to Section 1(b)(ii) shall satisfy the Independence Requirements, and shall be Xxxxx Xxxxxx Xxxxx (as a Class I Director), Xxxxxxx Xxxxxxx (as a Class II Director) and Xxxx Xxxx (as a Class III Director).

  • At least two (2) Business Days prior to the filing with the SEC of the Shareholder Meeting Proxy Statement pursuant to Section 10.1(a)(ii) of the Business Combination Agreement, the Panavision Holder Representative and the Saban Sponsor collectively shall specify in writing to Acquiror the mutually agreed upon individuals to serve as the Designated Independent Directors immediately following the Effective Time.

  • The initial Original Member Designated Independent Directors pursuant to Section 1(b)(ii) shall satisfy the Independence Requirements, and shall be Xxxxx Xxxxxx Xxxxx (as a Class I Director), Xxxxxxx Xxxxxxx (as a Class II Director) and, upon his appointment to the Board following the closing of the IPO, Xxxx Xxxx (as a Class III Director).

  • The simulated waveform of input line current, input voltage and input current THD are shown in Fig 3.20, Fig 3.21 and Fig 3.22.

  • The two Designated Independent Directors shall jointly select a third director (the “Third Independent Director” and together with each Designated Independent Director, the “Independent Directors”), who shall have significant experience in the telecommunications industry and shall be Independent of each of MCG, Bxxxx, NEA and the Eureka Holders.

Related to Designated Independent Directors

  • Independent Directors means the members of the Board of Directors who are not officers or employees of the Manager.

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

  • Independent Director means a director referred to in Section 149 (6) of the Companies Act, 2013.

  • 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.

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

  • Independent Board Committee means the independent board committee of the Company

  • 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:

  • 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.

  • Outside Directors means members of the Board who are not officers of the Company or any of its Subsidiaries and who are not Acquiring Persons or representatives, nominees, Affiliates or Associates of Acquiring Persons.

  • Independent Board Member means a trustee of the Fund who is neither an “interested person” of the Fund as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, nor a party to the Proceeding with respect to which indemnification or advances are sought.

  • 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.

  • 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.

  • 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.

  • Nomination Committee means the nomination committee of the Board established in accordance with Article 114;

  • Incumbent Directors means directors who either (A) are directors of the Company as of the date hereof, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but shall not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the Company); or

  • Continuing Directors means, as of any date of determination, any member of the Board of Directors of the Company who (i) was a member of such Board of Directors on the date of this Indenture or (ii) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election.

  • 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.

  • 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.

  • Board Committee means those individual members of the Board of Directors who have been appointed by the Board of Directors with the powers and responsibilities specified in Article VIII and to which has been delegated any fiduciary responsibilities of the Board of Directors with respect to the Plan.

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

  • Independent Fund Director means an independent director of an investment company advised by Invesco.

  • Nominating Committee means the nominating committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.

  • 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.

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

  • Parent Board means the board of directors of Parent.

  • Company Board of Directors means the board of directors of the Company.