Director Change definition

Director Change means (i) the Chief Executive Officer of Genesis on the date hereof is removed from office by the Board of Directors or the Board of Directors materially alters his authority or responsibilities such that he does not exercise the authority or have the responsibilities formerly associated with his position as the Chief Executive Officer, or (ii) the majority of the Board of Directors does not consist of Continuing Directors. All references to securities "owned" or "acquired" by a person shall include all securities owned of record by such person and all securities over which such person has beneficial ownership within the meaning of Section 13(d) of the Exchange Act.
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Director Change means, at any time the following persons cease for any reason to constitute a majority of the Company’s board of directors: (i) individuals who on the date hereof constituted the Company’s board of directors and (ii) any other new directors whose appointment to the Company’s board of directors or whose nomination for election by the Company’s stockholders was approved by at least a majority of the directors of the Company then still in office either (A) who were directors of the Company on the date hereof, or (B) whose appointment or nomination for election was previously so approved.
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Director Change means that the majority of the Company’s board of directors consists of individuals other than “Incumbent Directors,” which shall mean the members of the board of directors as of the date of this Amendment and any other persons becoming directors subsequent to the date of this Amendment whose election or nomination for election was supported by a majority of the directors who then comprised the Incumbent Directors. Except as otherwise modified in this Amendment, all the terms and conditions of the Employment Letter shall continue in full force and effect. Sincerely, Xxxxxx X. XxXxxxxxx Senior Vice President, General Counsel Accepted this 30th day of March, 2012 Employee Signature
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Examples of Director Change in a sentence

  • The charge for the Program Director Boot Camp is built into the Program Director Change Fee.

  • The licensee or new director will receive a Director Change Amendment Application Packet which must be completed and returned to the Department within 30 days for a qualified director (see Q & A for Director Qualifications).

  • Standards are available on the ACEND webpage at www.eatright.org/ACEND.Information Required by ACENDPrior to the effective date, submit a completed Program Director Change Request template and a curriculum vitae or resume documenting the individual’s credentials.

  • F -G in the absence of the Policy & Performance Director In the absence of the Policy and Performance Director Sections F-H are delegated tothe Assistant Director (Policy).T hen to the Chief Planning Officer &and Development Director.A ssistant Director (Development Management) – Sections A – E A ssistant Director (Change Management) – Sections A to E Policy & Performance Director – in the absence of the Chief Planning and D evelopment Director; and Assistant Directors, Sections A to E.

  • Management of the Change Management Division is delegated to the Programme Director, Change Management within the Schedule of Limitations.

  • Previous Address:   Effective Date of Change:   Medical/Clinic Director Change: Complete and submit Sections 1, 2, 8 and 10 of Application ONLY.

  • Assistant Director (Development Management) – Sections A – E Assistant Director (Change Management) – Sections A to E Policy & Performance Director – in the absence of the Chief Planning and Development Director; and Assistant Directors, Sections A to E.

  • Change -Concession Stand Director to HS Concession Stand Director Change- Concession Stand Director 8.5 % Add- Middle School Concession Stand Director 5 % This position will require the director to place orders with the appropriate vendors; which includes having to purchase supplies for the concession stand, store and maintain appliances; store liquids, food and candy; set up concession stand; responsible for staffing the stand; clean up of the kitchen and appliances.

  • Policy 335: Adverse Recommendations: Probation and Withdrawal‌OTHER POLICIES LINKED TO THIS POLICY AND PROCEDURE: Policy 205 “Annual Report FormProcessing,” Policy 220 “MAERB Core Curriculum,” Policy 240 “Program Director: Change and Appointment” I.

  • Non-Employee Director Change in Control Agreement by and between Adams Resources & Energy, Inc.

Related to Director Change

  • Minor Change means an amendment of an existing authorisation that is not of a purely administrative nature and requires only a limited re-assessment of the properties or efficacy of the biocidal product or biocidal product family;

  • Major Change means any event or proposed modification that, in the opinion of the Fund, will involve a major change in, or a restructuring of, a Funded Activity’s scope, structure, design or objectives, including a reallocation of GCF Proceeds beyond the threshold set out in the relevant FAA affecting the Funded Activity’s scope or objectives, or any other change that substantially alters the purpose or benefit of the Funded Activity, in each case, as may be described in detail in the relevant FAA;

  • Board Change means, during any period of two consecutive years, individuals who at the beginning of such period constituted the entire Board cease for any reason to constitute a majority thereof unless the election, or the nomination for election, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period.

  • Service Change has the meaning set forth in Section 2(B) of the Agreement.

  • Change of Control Date means the date on which a Change of Control occurs.

  • Change in Control Date means the date on which a Change in Control occurs.

  • Program change means any elimination, curtailment or reorganization of a curriculum offering, program or school operation or a reorganization or closing of a school or consolidation of two or more individual schools or school districts that is unrelated to financial exigency.

  • Material Change in Formula means the occurrence since the Launch Date of a material change in the formula for, or the method of, calculating the Reference Price.

  • Potential Change in Control Period shall commence upon the occurrence of a Potential Change in Control and shall lapse upon the occurrence of a Change in Control or, if earlier (i) with respect to a Potential Change in Control occurring pursuant to Section 16.20(A), immediately upon the abandonment or termination of the applicable agreement, (ii) with respect to a Potential Change in Control occurring pursuant to Section 16.20(B), immediately upon a public announcement by the applicable party that such party has abandoned its intention to take or consider taking actions which if consummated would result in a Change in Control, or (iii) with respect to a Potential Change in Control occurring pursuant to Section 16.20(C) or (D), upon the one year anniversary of the occurrence of a Potential Change in Control (or such earlier date as may be determined by the Board).

  • Network Change has the meaning given to it in the Network Code;

  • Change in Management will occur if more than 50% of the Leadership Team is terminated and/or resigns within 12 months after the date of the occurrence of a Change of Control; provided, in each case, that termination and/or resignation of such officer will not include (i) a change in such officer’s status in the ordinary course of succession so long as such officer remains affiliated with the Manager or its Subsidiaries as an officer or director, or in a similar capacity, (ii) retirement of any officer or (iii) death or incapacitation of any officer.

  • Change of Control Period means the period commencing on the date hereof and ending on the third anniversary of the date hereof; provided, however, that commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof shall be hereinafter referred to as the "Renewal Date"), unless previously terminated, the Change of Control Period shall be automatically extended so as to terminate three years from such Renewal Date, unless at least 60 days prior to the Renewal Date the Company shall give notice to the Executive that the Change of Control Period shall not be so extended.

  • Make-Whole Fundamental Change Period shall have the meaning specified in Section 14.03(a).

  • Change in Control of the Corporation means a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act"), or any successor thereto, whether or not the Corporation is registered under the Exchange Act; provided that, without limitation, such a change in control shall be deemed to have occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 25% or more of the combined voting power of the Corporation's then outstanding securities; or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Corporation cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period.

  • Change of Control Termination means (i) a Termination Without Cause of the Employee’s employment by the Employer (other than for death or disability) within twelve (12) months after a Change of Control or (ii) the Employee’s resignation for Good Reason within twelve (12) months after a Change of Control.

  • Potential Change of Control means any public announcement or statement by the Issuer, or by any actual or potential bidder(s) relating to any potential Change of Control of the Issuer.

  • Public Acquirer Change of Control means any event constituting a Fundamental Change that would otherwise give Holders the right to cause the Company to repurchase the Securities under Section 3.9 where either (a) the acquirer or (b) if not the acquirer, a direct or indirect majority-owned Subsidiary of the acquirer or (c) if not the acquirer or any direct or indirect majority-owned Subsidiary of the acquirer, a corporation by which the acquirer is majority-owned has a class of common stock (or American Depository Shares representing such common stock) traded on a U.S. national securities exchange or quoted on the NASDAQ Global Select Market or which will be so traded or quoted when issued or exchanged in connection with such Fundamental Change.

  • Corporate Change means the occurrence of any one or more of the following events:

  • Change in Control Period means the period beginning three (3) months prior to a Change in Control and ending twelve (12) months following a Change in Control.

  • Make-Whole Fundamental Change means any transaction or event that constitutes a Fundamental Change (as defined above and determined after giving effect to any exceptions to or exclusions from such definition, but without regard to the proviso in clause (b) of the definition thereof).

  • Design Change is a change in work and/or materials shown in the Schedule of Items and described in Plans or specifications that has been mutually agreed to in writing or ordered by Contracting Officer. Changes of a minor nature (such as adjustment in horizontal and vertical alignment, that do not exceed specified tolerance, necessary to maintain or balance earthwork quantities substantially as designed) and variation in quantities, as described in B5.251, shall not be considered Design Changes.

  • Material Change in Content means the occurrence since the Launch Date of a material change in the content, composition or constitution of the Futures Contract or the Commodity.

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Debentures and the Securities issued together with the Debentures), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

  • Change of Control Effective Date means the first date during the Change of Control Period (as defined in Section 7.2) on which a Change of Control occurs. Notwithstanding anything in this Agreement to the contrary, if a Change of Control occurs and if the Executive’s employment with the Company (or applicable affiliated company) is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or anticipation of a Change of Control, then for all purposes of this Agreement the “Change of Control Effective Date” shall mean the date immediately prior to the date of such termination of employment.

  • Make-Whole Fundamental Change Effective Date means (A) with respect to a Make-Whole Fundamental Change pursuant to clause (A) of the definition thereof, the date on which such Make-Whole Fundamental Change occurs or becomes effective; and (B) with respect to a Make-Whole Fundamental Change pursuant to clause (B) of the definition thereof, the applicable Redemption Notice Date.

  • Change is defined in Section 3.2.