Director and Officer definition

Director and Officer means an individual who is or was either a Director or an Officer, or both. For greater certainty, serving as a director includes serving as a member of one or more committees of the board of directors;
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Director and Officer means any natural person serving as a past, current or future duly elected or appointed director (including any de facto or “deemed” director), officer, trustee, management committee or board member, general partner or partnership manager, General Counsel, risk manager, or governor of the Insured Organization, and all persons serving in a functionally equivalent or foreign equivalent role for the Insured Organization.
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Director and Officer shall include an individual who holds an office or performs a function for an Unincorporated Entity that is similar to an office held or function performed by a director or officer of a corporation.
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Examples of Director and Officer in a sentence

  • Except to the extent otherwise provided herein, each Director and Officer shall have a fiduciary duty of loyalty and care similar to that of directors and officers of business corporations organized under the General Corporation Law of the State of Delaware.

  • The Company agrees to indemnify the Director for his activities as a member of the Board as set forth in the Director and Officer Indemnification Agreement attached hereto as Exhibit A.

  • The foregoing provisions of this Article V shall be deemed to be a contract between the Corporation and each Director and Officer entitled to the benefits hereof at any time while this Article V is in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any Proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts.

  • As such, in the event that you wish to assume an Outside Director and Officer Position, you must obtain prior approval from your supervisor and a Compliance Officer.

  • However, if you are assuming an Affiliated Director and Officer Position, you must only disclose your new position to the Compliance Department and in a timely manner.

  • The Association will indemnify and hold harmless out of the funds of the Association each Director and Officer, their heirs, executors and administrators from and against any and all claims, demands, actions or costs which may arise or be incurred as a result of occupying the position or performing the duties of a Director or Officer.

  • Every Director and Officer of the Association shall respect the confidentiality of matters brought before the Board for consideration in camera.

  • Outside Director and Officer Positions will be approved only if any associated conflicts of interest and insider trading risks, actual or apparent, can be satisfactorily mitigated or resolved.

  • Every Director and Officer in exercising the powers and discharging the duties of office must act honestly and in good faith with a view to the best interests of the Corporation and must exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

  • The project was subject to an asset purchase, sale and royalty agreement dated May 8, 2006 between the Company and Stares Contracting Corp., a company controlled by Stephen Stares, Director and Officer and Michael Stares, Director of the Company, whereby the Company has a 100% interest subject to a 2% NSR in the project as a result of the Company having paid $75,000 and issued 200,000 common shares.

Related to Director and Officer

  • Fund Officer means the Chairman, the President, each Vice President (whether or not designated by a number or word or words added before or after the title "Vice President"), the Secretary, the Treasurer, each Assistant Secretary and each Assistant Treasurer of the Fund and every other officer or employee of the Fund designated as a "Fund Officer" for purposes hereof in a written notice from the Fund to the Auction Agent.

  • Register of Directors and Officers means the Register of Directors and Officers referred to in these Bye-laws;

  • Director or officer means any of the following:

  • BD Officer means each officer or employee of BD designated as a "BD Officer" for purposes of this Agreement in a communication to the Auction Agent.

  • Errors and Omissions Policy As defined in each of the Servicing Agreements.

  • Errors and Omissions Insurance Policy means an errors and omissions insurance policy maintained by the Master Servicer, the Special Servicer, the Trustee, the Custodian or the Certificate Administrator, as the case may be, in accordance with Section 8.2, Section 9.2 and Section 7.17, respectively.

  • Covered Officer means each current and former Executive Officer.

  • Member insurer means any person who:

  • Exculpation means the exculpation provision set forth in Article X.D hereof.

  • Fidelity Insurance means insurance coverage with respect to employee errors, omissions, dishonesty, forgery, theft, disappearance and destruction, robbery and safe burglary, property (other than money and securities) and computer fraud in an aggregate amount acceptable to Seller’s regulators.

  • Indemnitee has the meaning assigned to such term in Section 9.03(b).

  • Sale of the Corporation means (i) the sale of all or substantially all of the Corporation's assets to a Person who is not an Affiliate of the Corporation, (ii) the sale or transfer of the outstanding capital stock of the Corporation to one or more Persons who are not Affiliates of the Corporation, or (iii) the merger or consolidation of the Corporation with or into another Person who is not an Affiliate of the Corporation, in each case in clauses (ii) and (iii) above under circumstances in which the holders of a majority in voting power of the outstanding capital stock of the Corporation, immediately prior to such transaction, own less than a majority in voting power of the outstanding capital stock of the Corporation or the surviving or resulting corporation or acquirer, as the case may be, immediately following such transaction. A sale (or multiple related sales) of one or more subsidiaries of the Corporation (whether by way of merger, consolidation, reorganization or sale of all or substantially all assets or securities) which constitutes all or substantially all of the consolidated assets of the Corporation shall be deemed a Sale of the Corporation.

  • Association captive insurance company means a company that insures risks of the member organizations of the association and their affiliated companies.

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

  • Office of the Corporation means the executive office of the Corporation, anything in Section 131 of the General Corporation Law to the contrary notwithstanding.

  • Designated Officers means and includes, individually or jointly, the President, the Vice President, the Business Administrator, and the Secretary of the Board of School Directors (and their appropriate successors acting by reason of absence or other incapacity), being those duly elected or appointed and acting officials of the Local Government Unit hereby authorized to undertake and perform the actions herein specified, which are necessary and proper to the issuance of the Bonds and compliance with the Debt Act.

  • Pure captive insurance company means a company that

  • 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.

  • Sponsored captive insurance company means a captive insurance company:

  • Director means a member of the Board.

  • Directors means the directors for the time being of the Company.

  • 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.

  • D&O Insurance has the meaning set forth in Section 5.10(c).

  • Service corporation means a corporation organized under ss. 180.1903 to 180.1921.

  • D&O Policy has the meaning set forth in Section 6.18(b).

  • Co-insurance means the percentage of the usual, reasonable, customary, and fair market value expense that a covered person must pay.